Common use of Exercise of Rights in Pledged Collateral Clause in Contracts

Exercise of Rights in Pledged Collateral. (i) Without in any way limiting the foregoing and subject to clause (ii) below, the Grantor shall have the right to exercise all voting rights or other rights relating to the Pledged Collateral for all purposes not inconsistent with this Security Agreement, the Credit Agreement or any other Loan Document; provided however, that no vote or other right shall be exercised or action taken which would have the effect of impairing the rights of the Lender in respect of the Pledged Collateral. (ii) The Grantor will permit the Lender or its nominee at any time after the occurrence of a Default, without notice, to exercise all voting rights or other rights relating to Pledged Collateral, including, without limitation, exchange, subscription or any other rights, privileges, or options pertaining to any Capital Stock or Investment Property constituting Pledged Collateral as if it were the absolute owner thereof. (iii) The Grantor shall be entitled to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Collateral to the extent not in violation of the Credit Agreement other than any of the following distributions and payments (collectively referred to as the “Excluded Payments”): (A) dividends and interest paid or payable other than in cash in respect of any Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of an issuer; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral; provided however, that until actually paid, all rights to such distributions shall remain subject to the Liens created by this Security Agreement; and (iv) All Excluded Payments and all other distributions in respect of any of the Pledged Collateral, whenever paid or made, shall be delivered to the Lender to hold as Pledged Collateral and shall, if received by the Grantor, be received in trust for the benefit of the Lender, be segregated from the other property or funds of the Grantor, and be forthwith delivered to the Lender as Pledged Collateral in the same form as so received (with any necessary endorsement).

Exercise of Rights in Pledged Collateral. (i) Without in any way limiting the foregoing and subject to clause (ii) below, the such Grantor shall have the right to exercise all voting rights or other rights relating to the Pledged Collateral owned by it for all purposes not inconsistent with this Security Agreement, the Credit Agreement or any other Loan Document; provided however, that no vote or other right shall be exercised or action taken which would have the effect of impairing the rights of the Lender Collateral Agent in respect of the such Pledged Collateral. (ii) The Such Grantor will permit the Lender Collateral Agent or its nominee at any time after the occurrence of a Default, without notice, to exercise all voting rights or other rights relating to the Pledged CollateralCollateral owned by it, including, without limitation, exchange, subscription or any other rights, privileges, or options pertaining to any Capital Stock or Investment Property constituting such Pledged Collateral as if it were the absolute owner thereof. (iii) The Such Grantor shall be entitled to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Collateral owned by it to the extent not in violation of the Credit Agreement other than any of the following distributions and payments (collectively referred to as the “Excluded Payments”): (A) dividends and interest paid or payable other than in cash in respect of any such Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any such Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect of any such Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of an issuer; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any such Pledged Collateral; provided provided, however, that until actually paid, all rights to such distributions shall remain subject to the Liens Lien created by this Security Agreement; and (iv) All Excluded Payments and all other distributions in respect of any of the Pledged CollateralCollateral owned by such Grantor, whenever paid or made, shall be delivered to the Lender Collateral Agent to hold as Pledged Collateral and shall, if received by the such Grantor, be received in trust for the benefit of the LenderCollateral Agent, be segregated from the other property or funds of the such Grantor, and be forthwith delivered to the Lender Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

Exercise of Rights in Pledged Collateral. Subject to the Intercreditor Agreement, the parties hereto agree that: (i) Without in any way limiting the foregoing and subject to clause (ii) below, the each Grantor shall have the right to exercise all voting rights or other rights relating to the Pledged Collateral for all purposes not inconsistent with prohibited by this Security Agreement, the Credit Agreement Indenture, or any other Loan Note Document; provided however, that no vote or other right shall be exercised or action taken which would have the effect of impairing the rights of the Lender in respect of the Pledged Collateral. (ii) The Each Grantor will permit the Lender Collateral Agent (or its nominee non-fiduciary agent or designee) at any time after the occurrence and during the continuance of a an Event of Default, without noticeafter prior written notice to the applicable Grantor, to exercise all voting rights or other rights relating to Pledged Collateral, including, without limitation, exchange, subscription or any other rights, privileges, or options pertaining to any Capital Stock Equity Interest or Investment Property constituting Pledged Collateral as if it were the absolute owner thereof; provided, that, unless otherwise directed by the Holders that hold the amount of notes required to provide direction as set out in the Indenture, the Collateral Agent shall have the right at any time after the occurrence and during the continuance of an Event of Default to permit the Grantors to exercise such rights. (iii) The Each Grantor shall be entitled to collect receive and receive for its own use retain any and all cash dividends dividends, interest, principal and interest other distributions paid on or distributed in respect of the Pledged Collateral to the extent not and only to the extent that such dividends, interest, principal and other distributions are permitted by, and otherwise paid or distributed in violation accordance with, the terms and conditions of the Credit Agreement Indenture, the other than Note Documents and applicable law; provided, however, that any of the following non-cash dividends, interest, principal or other distributions and payments (collectively referred to as the “Excluded Payments”): (A) dividends and interest paid or payable other than in cash in respect of any that would constitute Pledged Collateral, and instruments and other property receivedwhether resulting from a subdivision, receivable combination or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect reclassification of the outstanding Equity Interests of the issuer of any Pledged Collateral or received in connection with a partial exchange for Pledged Collateral or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of an issuer; and (C) cash paid, payable or otherwise distributed, in respect of principal ofany part thereof, or in redemption ofthereof, or in exchange for, any Pledged Collateral; provided however, that until actually paid, all rights to such distributions shall remain subject to the Liens created by this Security Agreement; and (iv) All Excluded Payments and all other distributions in respect as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, whenever paid or made, shall be delivered to the Lender to hold as Pledged Collateral and shalland, if received by the any Grantor, shall not be received commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Lender, be segregated from the other property or funds of the Grantor, Notes Secured Parties and shall be forthwith delivered to the Lender as Pledged Collateral Agent (or its non-fiduciary agent or designee) in the same form as so received (with any necessary endorsementendorsement or instrument of assignment).

Exercise of Rights in Pledged Collateral. (i) Without in any way limiting the foregoing and subject to clause (ii) below, the Grantor shall have the right to exercise all voting rights or other rights relating to the Pledged Collateral for all purposes not inconsistent with this Security Agreement, the Credit Purchase Agreement or any other Loan Note Document; provided however, that no vote or other right shall be exercised or action taken which would have the effect of impairing the rights of the Lender Subordinated Collateral Agent in respect of the Pledged Collateral. (ii) The Grantor will permit the Lender Subordinated Collateral Agent or its nominee at any time after the occurrence of a an Event of Default, without notice, to exercise all voting rights or other rights relating to Pledged Collateral, including, without limitation, exchange, subscription or any other rights, privileges, or options pertaining to any Capital Stock Equity Interest or Investment Property constituting Pledged Collateral as if it were the absolute owner thereof. (iii) The Grantor shall be entitled to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Collateral to the extent not in violation of the Credit Purchase Agreement other than any of the following distributions and payments (collectively referred to as the “Excluded Payments”): (A) dividends and interest paid or payable other than in cash in respect of any Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of an issuer; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral; provided however, that until actually paid, all rights to such distributions shall remain subject to the Liens Lien created by this Security Agreement; and (iv) All Excluded Payments and all other distributions in respect of any of the Pledged Collateral, whenever paid or made, shall be delivered to the Lender Subordinated Collateral Agent to hold as Pledged Collateral and shall, if received by the Grantor, be received in trust for the benefit of the LenderSubordinated Collateral Agent, be segregated from the other property or funds of the Grantor, and be forthwith delivered to the Lender Subordinated Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

Exercise of Rights in Pledged Collateral. (i) Without in any way limiting the foregoing and subject to clause (ii) below, the such Grantor shall have the right to exercise all voting rights or other rights relating to the Pledged Collateral owned by it for all purposes not inconsistent with this Security Agreement, the Credit Agreement or any other Loan Document; provided provided, however, that no vote or other right shall be exercised or action taken which would have the effect of materially impairing the rights of the Lender Administrative Agent in respect of the such Pledged Collateral. (ii) The Such Grantor will permit the Lender Administrative Agent or its nominee at any time after the occurrence and during the continuance of a an Event of Default, without noticeupon written notice to such Grantor, to exercise all voting rights or other rights relating to the Pledged CollateralCollateral owned by it, including, without limitation, exchange, subscription or any other rights, privileges, or options pertaining to any Capital Stock or Investment Property constituting such Pledged Collateral as if it were the absolute owner thereof. (iii) The Such Grantor shall be entitled to collect and receive for its own use use, free and clear of the lien of this Security Agreement, all cash dividends and interest paid in respect of the Pledged Collateral owned by it to the extent not in violation of the Credit Agreement other than any of the following distributions and payments (collectively referred to as the “Excluded Payments”): (A) dividends and interest paid or payable other than in cash in respect of any such Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect of any such Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of an issuer; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any such Pledged Collateral; provided provided, however, that until actually paid, all rights to such distributions shall remain subject to the Liens Lien created by this Security Agreement; and (iv) All Excluded Payments and all other distributions in respect of any of the Pledged CollateralCollateral owned by such Grantor, whenever paid or made, shall be delivered to the Lender Administrative Agent to hold as Pledged Collateral and shall, if received by the such Grantor, be received in trust for the benefit of the LenderAdministrative Agent, be segregated from the other property or funds of the such Grantor, and be forthwith promptly delivered to the Lender Administrative Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

Exercise of Rights in Pledged Collateral. Subject, in each case, to the Intercreditor Agreements: (i) Without without in any way limiting the foregoing and subject to clause (ii) below, the each Grantor shall have the right to exercise all voting rights or other rights relating to the Pledged Collateral for all purposes not inconsistent with this Security Agreement, the Credit Agreement or any other Loan Term Document; provided provided, however, that no vote or other right shall be exercised or action taken which would reasonably be expected to have the effect of materially and adversely impairing the rights of the Lender Term Collateral Agent in respect of the Pledged Collateral. (ii) The each Grantor will permit the Lender Term Collateral Agent (or its nominee non-fiduciary agent or designee) at any time after the occurrence and during the continuance of a an Event of Default, without written notice, to exercise all voting rights or other rights relating to Pledged Collateral, including, without limitation, exchange, subscription or any other rights, privileges, or options pertaining to any Capital Stock or Investment Property constituting Pledged Collateral as if it were the absolute owner thereof. (iii) The each Grantor shall be entitled to collect receive and receive for its own use retain any and all cash dividends dividends, interest and interest other distributions paid on or distributed in respect of the Pledged Collateral to the extent not and only to the extent that such dividends, interest, principal and other distributions are permitted by, and otherwise paid or distributed in violation accordance with, the terms and conditions of the Credit Agreement Agreement, the other than Term Documents and applicable law; provided, however, that any of the following non-cash dividends, interest, principal or other distributions and payments (collectively referred to as the “Excluded Payments”): (A) dividends and interest paid or payable other than in cash in respect of any that would constitute Pledged Collateral, and instruments and other property receivedwhether resulting from a subdivision, receivable combination or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect reclassification of the outstanding Capital Stock of the issuer of any Pledged Collateral or received in connection with a partial exchange for Pledged Collateral or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of an issuer; and (C) cash paid, payable or otherwise distributed, in respect of principal ofany part thereof, or in redemption ofthereof, or in exchange for, any Pledged Collateral; provided however, that until actually paid, all rights to such distributions shall remain subject to the Liens created by this Security Agreement; and (iv) All Excluded Payments and all other distributions in respect as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, whenever paid or made, shall be delivered to the Lender to hold as Pledged Collateral and shalland, if received by the any Grantor, shall not be received commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Lender, be segregated from the other property or funds of the Grantor, Term Secured Parties and shall be forthwith delivered to the Lender as Pledged Term Collateral Agent or the Notes Collateral Agent (or their respective non-fiduciary agents or designees) in the same form as so received (with any necessary endorsementendorsement or instrument of assignment). The proviso to the first sentence of this clause (iii) shall not apply to dividends between or among the Company and the other Grantors only of property subject to a perfected security interest under this Security Agreement; provided that the Company notifies the Term Collateral Agent in writing, specifically referring to this Section 4.06, at the time of such dividend and takes any actions the Term Collateral Agent reasonably specifies to ensure the continuance of its perfected security interest in such property under this Security Agreement.

Exercise of Rights in Pledged Collateral. (i) Without in any way limiting the foregoing and subject to clause (ii) below, the such Grantor shall have the right to exercise all voting rights or other rights relating to the Pledged Collateral owned by it for all purposes not inconsistent with this Security Agreement, the Credit Agreement or any other Loan Document; provided however, that no vote or other right shall be exercised or action taken which would have the effect of impairing the rights of the Lender Administrative Agent in respect of the such Pledged Collateral. (ii) The Such Grantor will permit the Lender Administrative Agent or its nominee at any time after the occurrence of a an Event of Default, without notice, to exercise all voting rights or other rights relating to the Pledged CollateralCollateral owned by it, including, without limitation, exchange, subscription or any other rights, privileges, or options pertaining to any Capital Stock Equity Interest or Investment Property constituting Pledged Collateral as if it were the absolute owner thereof. (iii) The Such Grantor shall be entitled to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Collateral owned by it to the extent not in violation of the Credit Agreement other than any of the following distributions and payments (collectively referred to as the “Excluded Payments”): (A) dividends and interest paid or payable other than in cash in respect of any such Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect of any such Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of an issuer; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any such Pledged Collateral; provided however, that until actually paid, all rights to such distributions shall remain subject to the Liens Lien created by this Security Agreement; and (iv) All Excluded Payments and all other distributions in respect of any of the Pledged CollateralCollateral owned by such Grantor, whenever paid or made, shall be delivered to the Lender Administrative Agent to hold as Pledged Collateral and shall, if received by the such Grantor, be received in trust for the benefit of the LenderAdministrative Agent, be segregated from the other property or funds of the such Grantor, and be forthwith delivered to the Lender Administrative Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

Exercise of Rights in Pledged Collateral. (i) Without in any way limiting the foregoing and subject to clause (ii) below, the Grantor Grantors shall have the right to exercise all voting rights or other rights relating to the Pledged Collateral for all purposes not inconsistent with this Security Agreement, the Credit Agreement or any other Loan Document; provided however, that no vote or other right shall be exercised or action taken which would have the effect of impairing the rights of the Lender Administrative Agent in respect of the Pledged Collateral. (ii) The Grantor Grantors will permit the Lender Administrative Agent or its nominee at any time after the occurrence and during the continuation of a an Event of Default, without notice, to exercise all voting rights or other rights relating to Pledged Collateral, including, without limitation, exchange, subscription or any other rights, privileges, or options pertaining to any Capital Stock Equity Interest or Investment Property constituting Pledged Collateral as if it were the absolute owner thereof. (iii) The Each Grantor shall be entitled to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Collateral to the extent not in violation of the Credit Agreement other than any of the following distributions and payments (collectively referred to as the “Excluded Payments”): (A) dividends and interest paid or payable other than in cash in respect of any Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of an issuer; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral; provided however, that until actually paid, all rights to such distributions shall remain subject to the Liens Lien created by this Security Agreement; and (iv) All Excluded Payments and all other distributions in respect of any of the Pledged Collateral, whenever paid or made, shall be delivered to the Lender Administrative Agent to hold as Pledged Collateral and shall, if received by the any Grantor, be received in trust for the benefit of the LenderAdministrative Agent, be segregated from the other property or funds of the such Grantor, and be forthwith delivered to the Lender Administrative Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

Exercise of Rights in Pledged Collateral. (i) Without in any way limiting the foregoing and subject to clause (ii) below, the Grantor Grantors shall have the right to exercise all voting rights or other rights relating to the Pledged Collateral for all purposes not inconsistent with this Security Agreement, the Credit Agreement or any other Loan Document; provided however, that no vote or other right such rights and powers shall not be exercised or action taken which would have the effect of impairing in any manner that could adversely affect the rights inuring to a holder of any Pledged Collateral or the rights and remedies of any of the Lender in respect Administrative Agent or the other Secured Parties under this Agreement or any other Loan Document or the ability of the Pledged CollateralSecured Parties to exercise the same. (ii) The Grantor Grantors will permit the Lender Administrative Agent or its nominee at any time after the occurrence of a and during the continuation of an Event of Default, without notice, to exercise all voting rights or other rights relating to the Pledged Collateral, including, without limitation, exchange, subscription or any other rights, privileges, or options pertaining to any Capital Stock Equity Interest or Investment Property constituting Pledged Collateral as if it were the absolute owner thereof. (iii) The Grantor Grantors shall be entitled to collect and receive for its their own use all cash dividends and interest paid in respect of the Pledged Collateral to the extent not in violation of the Credit Agreement other than any of the following distributions and payments (collectively referred to as the “Excluded Payments”): (A) dividends and interest paid or payable other than in cash in respect of any Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect of any Pledged Collateral in connection with a partial or total liquidation not permitted under the Credit Agreement or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of an issuer; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral; provided however, that until actually paid, all rights to such distributions shall remain subject to the Liens Lien created by this Security Agreement; and (iv) All Excluded Payments and all other distributions in respect of any of the Pledged Collateral, whenever paid or made, shall be delivered to the Lender Administrative Agent to hold as Pledged Collateral and shall, if received by the a Grantor, be received in trust for the benefit of the LenderAdministrative Agent, be segregated from the other property or funds of the applicable Grantor, and be forthwith delivered to the Lender Administrative Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

Exercise of Rights in Pledged Collateral. (i) Without in any way limiting the foregoing and subject to clause (ii) below, the such Grantor shall have the right to exercise all voting rights or other rights relating to the Pledged Collateral owned by it for all purposes not inconsistent with this Security Agreement, the Credit Agreement Indenture or any other Loan Collateral Document; provided provided, however, that no vote or other right shall be exercised or action taken which would have the direct effect of impairing materially adversely affecting the rights of the Lender Collateral Agent in respect of the such Pledged Collateral. (ii) The Such Grantor will permit the Lender Collateral Agent or its nominee at any time after the occurrence and during the continuance of a an Event of Default, without upon 10 days’ prior written notice, to exercise all voting rights or other rights relating to the Pledged CollateralCollateral owned by it, including, without limitation, exchange, subscription or any other rights, privileges, or options pertaining to any Capital Stock Equity Interest or Investment Property constituting such Pledged Collateral as if it were the absolute owner thereof. (iii) The Such Grantor shall be entitled to collect and receive for its own use all cash dividends and cash interest paid in respect of the Pledged Collateral owned by it to the extent not in violation of the Credit Agreement Indenture other than any of the following distributions and payments (collectively referred to as the “Excluded Payments”): (A) dividends and interest paid or payable other than in cash in respect of any such Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; Collateral (B) dividends and other distributions paid or payable in cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of an issuer; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateralcollectively referred to as the “Excluded Payments”); provided however, that until actually paid, all rights to such distributions shall remain subject to the Liens Lien created by this Security Agreement; and; (iv) All Excluded Payments and all other distributions in respect of any of the Pledged CollateralCollateral owned by such Grantor, whenever paid or made, shall be delivered to the Lender Collateral Agent to hold as Pledged Collateral and shall, if received by the such Grantor, be received in trust for the benefit of the LenderCollateral Agent, be segregated from the other property or funds of the such Grantor, and be forthwith promptly delivered to the Lender Collateral Agent as Pledged Collateral Collateral, in the same form as so received (with any necessary endorsement). (v) Such Grantor hereby authorizes and instructs each Issuer of any Investment Property pledged by such Grantor hereunder to, and each Grantor that is an Issuer of Investment Property pledged by another Grantor agrees and consents to, (i) comply with any instruction received by it from the Collateral Agent in writing (and any other Issuer from time to time hereby agrees to comply with such instruction) that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Security Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Investment Property directly to the Collateral Agent.

Exercise of Rights in Pledged Collateral. (i) Without in any way limiting the foregoing and subject to clause (ii) below, the such Grantor shall have the right to exercise any and all voting rights or and other consensual rights relating to the Pledged Collateral owned by it for all purposes not inconsistent with this Security Agreement, the Credit Agreement or any other Loan Document; provided however, that no vote or other right shall be exercised or action taken which would have the effect of impairing the rights of the Lender Administrative Agent in respect of the such Pledged Collateral. (ii) The Such Grantor will permit the Lender Administrative Agent or its nominee at any time after the occurrence and during the continuation of a an Event of Default, without notice, to exercise exercise, and the Administrative Agent shall have the right to exercise, all voting rights or other rights relating to the Pledged CollateralCollateral owned by it, including, without limitation, exchange, subscription or any other rights, privileges, or options pertaining to any Capital Stock Equity Interest or Investment Property constituting such Pledged Collateral as if it were the absolute owner thereof. (iii) The Such Grantor shall be entitled to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Collateral owned by it to the extent not in violation of the Credit Agreement other than any of the following distributions and payments (collectively referred to as the “Excluded Payments”): (A) dividends and interest paid or payable other than in cash in respect of any such Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of an issuer; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral; provided however, that until actually paid, all rights to such distributions shall remain subject to the Liens created by this Security Agreement; extent that the Administrative Agent does not have a perfected security interest therein (and, if applicable, a control agreement with respect thereto). (iv) All Excluded Payments and all other distributions in respect of any of the Pledged CollateralPayments, whenever paid or made, shall be delivered to the Lender Administrative Agent to hold as Pledged Collateral and shall, if received by the such Grantor, be received in trust for the benefit of the LenderAdministrative Agent, be segregated from the other property or funds of the such Grantor, and be forthwith delivered to the Lender Administrative Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). (v) The Administrative Agent will execute and deliver (or cause to be executed and delivered) to each Grantor all such proxies and other instruments as such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and other consensual rights that it is entitled to exercise pursuant to clause (i) above and to receive the dividends and interest payments that it is authorized to receive and retain pursuant to paragraph (iii) above.

Exercise of Rights in Pledged Collateral. (i) Without in any way limiting the foregoing and subject to clause (ii) below, the such Grantor shall have the right to exercise all voting rights or other rights relating to the Pledged Collateral owned by it for all purposes not inconsistent with this Security Agreement, the Credit Agreement or any other Loan Document; provided however, that no vote or other right shall be exercised or action taken which would have the effect of impairing the rights of the Lender in Collateral Agent to enforce its remedies hereunder with respect of the to such Pledged Collateral.; (ii) The Such Grantor will permit the Lender Collateral Agent or its nominee at any time after the occurrence and during the continuance of a an Event of Default, without upon notice, to exercise all voting rights or other rights relating to arising from the Pledged CollateralCollateral owned by it, including, without limitation, exchange, subscription or any other rights, privileges, or options pertaining to any Capital Stock capital stock or Investment Property constituting such Pledged Collateral as if it were the absolute owner thereof.; (iii) The Such Grantor shall be entitled to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Collateral owned by it to the extent not in violation of the Credit Agreement other than any of the following distributions and payments (collectively referred to as the “Excluded Payments”): (A) dividends and interest paid or payable other than in cash in respect of any Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of an issuer; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any Pledged CollateralAgreement; provided however, that until actually paid, all rights to such distributions shall remain subject to the Liens Lien created by this Security Agreement; and; (iv) All Excluded Payments and Except as set forth in clause (iii), all other distributions in respect of any of the Pledged CollateralCollateral owned by such Grantor, whenever paid or made, shall be delivered to the Lender Collateral Agent to hold as Pledged Collateral and shall, if received by the such Grantor, be received in trust for the benefit of the LenderCollateral Agent, be segregated from the other property or funds of the such Grantor, and be forthwith delivered to the Lender Collateral Agent as Pledged Collateral Collateral, in the same form as so received (with any necessary endorsement); and (v) such Grantor hereby authorizes and instructs each Issuer (which is a Subsidiary of such Grantor) of any Investment Property pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Collateral Agent in writing (and the Issuer hereby agrees to comply with such instruction) that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Security Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, with effect upon and during the continuance of an Event of Default, pay any dividends or other payments with respect to the Investment Property directly to the Collateral Agent.

Exercise of Rights in Pledged Collateral. (i) Without in any way limiting the foregoing and subject to clause (ii) below, the such Grantor shall have the right to exercise all voting rights or other rights relating to the Pledged Collateral owned by it for all purposes not inconsistent with this Security Agreement, the Credit Agreement or any other Loan Document; provided provided, however, that no vote each Grantor agrees that it shall not exercise any such right for any purpose prohibited by the terms of, or other right shall be exercised or action taken which would have if the effect of impairing result thereof could materially and adversely affect the rights of the Lender in respect inuring to a holder of the Pledged CollateralCollateral or the rights and remedies of any of the Foreign Facility Secured Parties under, this Agreement or the Credit Agreement or any other Loan Document or the ability of the Foreign Facility Secured Parties to exercise the same. (ii) The Such Grantor will permit the Lender Agent or its nominee at any time after the occurrence and during the continuation of a an Event of Default, without notice, to exercise all voting rights or other rights relating to the Pledged CollateralCollateral owned by it, including, without limitation, exchange, subscription or any other rights, privileges, or options pertaining to any Capital Stock Equity Interests or Investment Property constituting such Pledged Collateral as if it were the absolute owner thereof. (iii) The Unless an Event of Default shall have occurred and be continuing, such Grantor shall be entitled to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Collateral owned by it to the extent not in violation of the Credit Agreement Agreement. If an Event of Default shall occur and be continuing and the Agent shall give notice of its intent to exercise such rights to the relevant Grantor or Grantors, the Agent shall have the right to receive all such cash dividends, interest, payments and other than any of the following distributions and payments (collectively referred to as the “Excluded Payments”): (A) dividends and interest Proceeds paid or payable other than in cash in respect of any Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of an issuer; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral; provided however, that until actually paid, all rights to such distributions shall remain subject to the Liens created by this Security Agreement; and (iv) All Excluded Payments and all other distributions in respect of any of the Pledged Collateral, whenever paid or made, shall be delivered to the Lender to hold as Pledged Collateral and shall, if received by the Grantor, be received in trust for the benefit of the Lender, be segregated from the other property or funds of the Grantor, and be forthwith delivered to the Lender as Pledged Collateral in the same form as so received (with any necessary endorsement).

Exercise of Rights in Pledged Collateral. (i) Without in any way limiting the foregoing and subject to clause (ii) below, the such Grantor shall have the right to exercise all voting rights or other rights relating to the Pledged Collateral owned by it for all purposes not inconsistent with this Security Agreement, the Credit Agreement or any other Loan Document; provided however, that no vote or other right shall be exercised or action taken which would have the effect of impairing the rights of the Lender Administrative Agent in respect of the such Pledged Collateral. (ii) The Such Grantor will permit the Lender Administrative Agent or its nominee at any time after the occurrence of a an Event of Default, without notice, to exercise all voting rights or other rights relating to the Pledged CollateralCollateral owned by it, including, without limitation, exchange, subscription or any other rights, privileges, or options pertaining to any Capital Stock Equity Interest or Investment Property constituting such Pledged Collateral as if it were the absolute owner thereof. (iii) The Such Grantor shall be entitled to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Collateral owned by it to the extent not in violation of the Credit Agreement other than any of the following distributions and payments (collectively referred to as the “Excluded Payments”): (A) dividends and interest paid or payable other than in cash in respect of any such Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect of any such Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of an issuer; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any such Pledged Collateral; provided however, that until actually paid, all rights to such distributions shall remain subject to the Liens Lien created by this Security Agreement; and. (iv) All Excluded Payments and all other distributions in respect of any of the Pledged CollateralCollateral owned by such Grantor, whenever paid or made, shall be delivered to the Lender Administrative Agent to hold as Pledged Collateral and shall, if received by the such Grantor, be received in trust for the benefit of the LenderAdministrative Agent, be segregated from the other property or funds of the Grantor, such Grantor and be forthwith delivered to the Lender Administrative Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

Exercise of Rights in Pledged Collateral. (i) Without in any way limiting the foregoing and subject to clause (ii) below, the such Grantor shall have the right to exercise all voting rights or other rights relating to the Pledged Collateral owned by it for all purposes not inconsistent with this Security Agreement, the Credit Agreement or any other Loan Document; provided however, that no vote or other right shall be exercised or action taken which would have the effect of impairing the rights of the Lender Administrative Agent in respect of the such Pledged Collateral. (ii) The Such Grantor will permit the Lender Administrative Agent or its nominee at any time after the occurrence of a an Event of Default, without notice, to exercise all voting rights or other rights relating to the Pledged CollateralCollateral owned by it, including, without limitation, exchange, subscription or any other rights, privileges, or options pertaining to any Capital Stock Equity Interest or Investment Property constituting such Pledged Collateral as if it were the absolute owner thereof. (iii) The Such Grantor shall be entitled to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Collateral owned by it to the extent not in violation of the Credit Agreement other than any of the following distributions and payments (collectively referred to as the “Excluded Payments”): (A) dividends and interest paid or payable other than in cash in respect of any such Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect of any such Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of an issuer; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any such Pledged Collateral; provided however, that until actually paid, all rights to such distributions shall remain subject to the Liens Lien created by this Security Agreement; and (iv) All Excluded Payments and all other distributions in respect of any of the Pledged CollateralCollateral owned by such Grantor, whenever paid or made, shall be delivered to the Lender Administrative Agent to hold as Pledged Collateral and shall, if received by the such Grantor, be received in trust for the benefit of the LenderAdministrative Agent, be segregated from the other property or funds of the such Grantor, and be forthwith delivered to the Lender Administrative Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). (v) Such Grantor hereby authorizes and instructs each issuer of any Investment Property pledged by such Grantor hereunder to, and each Grantor that is an issuer of Investment Property pledged by another Grantor agrees and consents to, after the occurrence and during the continuance of an Event of Default, (i) comply with any instruction received by it from the Administrative Agent in writing (and any other issuer from time to time hereby agrees to comply with such instruction) that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Security Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Investment Property directly to the Administrative Agent.

Exercise of Rights in Pledged Collateral. (i) Without in any way limiting the foregoing and subject to clause (ii) below, the Grantor Borrower shall have the right to exercise all voting rights or other rights relating to the Pledged Collateral for all purposes not inconsistent with this Security Agreement, the Credit Agreement or any other Loan Document; provided however, that no vote or other right shall be exercised or action taken which would have the effect of impairing the rights of the Lender in respect of the Pledged Collateral. (ii) The Grantor Borrower will permit the Lender or its nominee at any time after the occurrence of a an Event of Default, without notice, to exercise all voting rights or other rights relating to the Pledged Collateral, including, without limitation, exchange, subscription or any other rights, privileges, or options pertaining to any Capital Stock Equity Interest or Investment Property constituting Pledged Collateral as if it were the absolute owner thereof. (iii) The Grantor Borrower shall be entitled to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Collateral to the extent not in violation of the Credit Agreement other than any of the following distributions and payments (collectively referred to as the “Excluded Payments”): (A) dividends and interest paid or payable other than in cash in respect of any Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of an issuer; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral; provided however, that until actually paid, all rights to such distributions shall remain subject to the Liens Lien created by this Security Agreement; and (iv) All Excluded Payments and all other distributions in respect of any of the Pledged Collateral, whenever paid or made, shall be delivered to the Lender to hold as Pledged Collateral and shall, if received by the GrantorBorrower, be received in trust for the benefit of the Lender, be segregated from the other property or funds of the GrantorBorrower, and be forthwith delivered to the Lender as Pledged Collateral in the same form as so received (with any necessary endorsement).

Exercise of Rights in Pledged Collateral. (i) Without in any way limiting the foregoing and subject to clause (ii) below, the such Grantor shall have the right to exercise all voting rights or other rights relating to the Pledged Collateral owned by it for all purposes not inconsistent with this Security Agreement, the Credit Agreement or any other Loan Document; provided however, that no vote or other right shall be exercised or action taken which would have the effect of impairing the rights of the Lender Administrative Agent in respect of the such Pledged Collateral. (ii) The Such Grantor will permit the Lender Administrative Agent or its nominee at any time after the occurrence of a an Event of Default, without noticeupon notice to such Grantor, to exercise all voting rights or other rights relating to the Pledged CollateralCollateral owned by it, including, without limitation, exchange, subscription or any other rights, privileges, or options pertaining to any Capital Stock Equity Interest or Investment Property constituting Pledged Collateral as if it were the absolute owner thereof. (iii) The Such Grantor shall be entitled to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Collateral owned by it to the extent not in violation of the Credit Agreement other than any of the following distributions and payments (collectively referred to as the “Excluded Payments”): (A) dividends and interest paid or payable other than in cash in respect of any such Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect of any such Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of an issuer; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any such Pledged Collateral; provided however, that until actually paid, all rights to such distributions shall remain subject to the Liens Lien created by this Security Agreement; and (iv) All Excluded Payments and all other distributions in respect of any of the Pledged CollateralCollateral owned by such Grantor, whenever paid or made, shall be delivered to the Lender Administrative Agent to hold as Pledged Collateral and shall, if received by the such Grantor, be received in trust for the benefit of the LenderAdministrative Agent, be segregated from the other property or funds of the such Grantor, and be forthwith delivered to the Lender Administrative Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

Exercise of Rights in Pledged Collateral. (i) Without in any way limiting the foregoing and subject to clause (ii) below, the each Grantor shall have the right to exercise all voting rights or other rights relating to the Pledged Collateral owned by it for all purposes not inconsistent with this Security Agreement, the Credit Agreement Indenture or any other Loan Security Document; provided however, that no vote or other right shall be exercised or action taken which would have the effect of impairing the rights of the Lender in respect of the Pledged Collateral. (ii) The Each Grantor will permit the Lender Collateral Agent or its nominee at any time after during the occurrence existence of a an Event of Default, without notice, to exercise all voting rights or other rights relating to the Pledged CollateralCollateral owned by it, including, without limitation, exchange, subscription or any other rights, privileges, or options pertaining to any Capital Stock or Investment Property constituting such Pledged Collateral as if it were the absolute owner thereof, subject to the provisions of the Intercreditor Agreement. (iii) The Subject to clause (iv) below, such Grantor shall be entitled to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Collateral owned by it. (iv) Upon the occurrence and during the continuance of an Event of Default, if the Collateral Agent has given notice to the extent not in violation of the Credit Agreement other than any of the following relevant Grantor that such Grantor’s right to receive distributions and payments (collectively referred to as the “Excluded Payments”): (A) dividends and interest paid or payable other than in cash in respect of any Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of an issuer; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange foris terminated, any Pledged Collateral; provided however, that until actually paid, all rights to such distributions shall remain subject to the Liens created by this Security Agreement; and (iv) All Excluded Payments and all other distributions in respect of any of the Pledged CollateralCollateral owned by such Grantor, whenever paid or made, shall be delivered to the Lender Collateral Agent to hold as Pledged Collateral and shall, if received by the such Grantor, be received in trust for the benefit of the LenderCollateral Agent, be segregated from the other property or funds of the such Grantor, and be forthwith delivered to the Lender Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

Exercise of Rights in Pledged Collateral. (i) Without in any way limiting the foregoing and subject to clause (ii) below, the such Grantor shall have the right to exercise all voting rights or other rights relating to the Pledged Collateral owned by it for all purposes not inconsistent with this Security Agreement, the Credit Agreement, the Intercreditor Agreement or any other Loan Document; provided however, that no vote or other right shall be exercised or action taken which would have the effect of impairing the rights of the Lender Administrative Agent in respect of the such Pledged Collateral.; (ii) The Such Grantor will permit the Lender Administrative Agent or its nominee at any time after the occurrence of a an Event of Default, without noticenotice and so long as the Obligations have been accelerated (upon demand or otherwise) pursuant to Section 9.2 of the Credit Agreement, to exercise all voting rights or other rights relating to the Pledged CollateralCollateral owned by it, including, without limitation, exchange, subscription or any other rights, privileges, or options pertaining to any Capital Stock Equity Interest or Investment Property constituting such Pledged Collateral as if it were the absolute owner thereof.; (iii) The Such Grantor shall be entitled to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Collateral owned by it to the extent not in violation of the Credit Agreement other than any of the following distributions and payments (collectively referred to as the “Excluded Payments”): (A) dividends and interest paid or payable other than in cash in respect of any such Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect of any such Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of an issuer; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any such Pledged Collateral; provided however, that until actually paid, all rights to such distributions shall remain subject to the Liens Lien created by this Security Agreement; and (iv) All Excluded Payments and all other distributions in respect of any of the Pledged CollateralCollateral owned by such Grantor, whenever paid or made, shall be delivered to the Lender Administrative Agent to hold as Pledged Collateral and shall, if received by the such Grantor, be received in trust for the benefit of the LenderAdministrative Agent, be segregated from the other property or funds of the Grantor, such Grantor and be forthwith delivered to the Lender Administrative Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

Exercise of Rights in Pledged Collateral. (i) Without in any way limiting the foregoing and subject to clause (ii) below, the Grantor shall have the right to exercise all voting rights or other rights relating to the Pledged Collateral for all purposes not inconsistent with this Security Agreement, the Credit Agreement or any other Loan Document; provided however, that no vote or other right shall be exercised or action taken which would have the effect of impairing the rights of the Lender in respect of the Pledged Collateral. (ii) The Grantor will permit the Lender or its nominee at any time after the occurrence of a an Event of Default, without notice, to exercise all voting rights or other rights relating to the Pledged Collateral, including, without limitation, exchange, subscription or any other rights, privileges, or options pertaining to any Capital Stock Equity Interest or Investment Property constituting Pledged Collateral as if it were the absolute owner thereof. (iii) The Grantor shall be entitled to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Collateral to the extent not in violation of the Credit Agreement other than any of the following distributions and payments (collectively referred to as the “Excluded Payments”): (A) dividends and interest paid or payable other than in cash in respect of any Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of an issuer; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral; provided however, that until actually paid, all rights to such distributions shall remain subject to the Liens Lien created by this Security Agreement; and (iv) All Excluded Payments and all other distributions in respect of any of the Pledged Collateral, whenever paid or made, shall be delivered to the Lender to hold as Pledged Collateral and shall, if received by the Grantor, be received in trust for the benefit of the Lender, be segregated from the other property or funds of the Grantor, and be forthwith delivered to the Lender as Pledged Collateral in the same form as so received (with any necessary endorsement).

Exercise of Rights in Pledged Collateral. (i) Without in any way limiting the foregoing and subject to clause (ii) below, the each Grantor shall have the right to exercise all voting rights or other rights relating to the Pledged Collateral for all purposes not inconsistent with prohibited by this Security Agreement, the Credit Agreement or any other Loan Document; provided however, that no vote or other right shall be exercised or action taken which would have the effect of impairing the rights of the Lender in respect of the Pledged Collateral. (ii) The Each Grantor will permit the Lender Collateral Agent (or its nominee non-fiduciary agent or designee) at any time after the occurrence and during the continuance of a an Event of Default, without noticeafter prior written notice to the applicable Grantor, to exercise all voting rights or other rights relating to Pledged Collateral, including, without limitation, exchange, subscription or any other rights, privileges, or options pertaining to any Capital Stock Equity Interest or Investment Property constituting Pledged Collateral as if it were the absolute owner thereof; provided, that, unless otherwise directed by the Required Lenders, the Collateral Agent shall have the right at any time after the occurrence and during the continuance of an Event of Default to permit the Grantors to exercise such rights. (iii) The Each Grantor shall be entitled to collect receive and receive for its own use retain any and all cash dividends dividends, interest, principal and interest other distributions paid on or distributed in respect of the Pledged Collateral to the extent not and only to the extent that such dividends, interest, principal and other distributions are permitted by, and otherwise paid or distributed in violation accordance with, the terms and conditions of the Credit Agreement Agreement, the other than Loan Documents and applicable law; provided, however, that any of the following non-cash dividends, interest, principal or other distributions and payments (collectively referred to as the “Excluded Payments”): (A) dividends and interest paid or payable other than in cash in respect of any that would constitute Pledged Collateral, and instruments and other property receivedwhether resulting from a subdivision, receivable combination or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect reclassification of the outstanding Equity Interests of the issuer of any Pledged Collateral or received in connection with a partial exchange for Pledged Collateral or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of an issuer; and (C) cash paid, payable or otherwise distributed, in respect of principal ofany part thereof, or in redemption ofthereof, or in exchange for, any Pledged Collateral; provided however, that until actually paid, all rights to such distributions shall remain subject to the Liens created by this Security Agreement; and (iv) All Excluded Payments and all other distributions in respect as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, whenever paid or made, shall be delivered to the Lender to hold as Pledged Collateral and shalland, if received by the any Grantor, shall not be received commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Lender, be segregated from the other property or funds of the Grantor, Secured Parties and shall be forthwith delivered to the Lender as Pledged Collateral Agent (or its non-fiduciary agent or designee) in the same form as so received (with any necessary endorsementendorsement or instrument of assignment).

Exercise of Rights in Pledged Collateral. Subject, in each case, to the ABL Intercreditor Agreement, (i) Without in any way limiting the foregoing and subject to clause (ii) below, the each Grantor shall have the right to exercise all voting rights or other rights relating to the Pledged Collateral for all purposes not inconsistent with this Security Agreement, the Credit Agreement or any other Loan Document; provided provided, however, that no vote or other right shall be exercised or action taken which that would reasonably be expected to have the effect of materially and adversely impairing the rights of the Lender Agent in respect of the Pledged Collateral. (ii) The Each Grantor will permit the Lender Agent (or its nominee non-fiduciary agent or designee) at any time after the occurrence and during the continuance of a an Event of Default, without written notice, to exercise all voting rights or other rights relating to Pledged Collateral, including, without limitation, exchange, subscription or any other rights, privileges, or options pertaining to any Capital Stock Equity Interest or Investment Property constituting Pledged Collateral as if it were the absolute owner thereof. (iii) The Each Grantor shall be entitled to collect receive and receive for its own use retain any and all cash dividends dividends, interest, principal and interest other distributions paid on or distributed in respect of the Pledged Collateral to the extent not and only to the extent that such dividends, interest, principal and other distributions are permitted by, and otherwise paid or distributed in violation accordance with, the terms and conditions of the Credit Agreement Agreement, the other than Loan Documents and applicable law; provided, however, that any of the following non-cash dividends, interest, principal or other distributions and payments (collectively referred to as the “Excluded Payments”): (A) dividends and interest paid or payable other than in cash in respect of any that would constitute Pledged Collateral, and instruments and other property receivedwhether resulting from a subdivision, receivable combination or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect reclassification of the outstanding Equity Interests of the issuer of any Pledged Collateral or received in connection with a partial exchange for Pledged Collateral or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of an issuer; and (C) cash paid, payable or otherwise distributed, in respect of principal ofany part thereof, or in redemption ofthereof, or in exchange for, any Pledged Collateral; provided however, that until actually paid, all rights to such distributions shall remain subject to the Liens created by this Security Agreement; and (iv) All Excluded Payments and all other distributions in respect as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, whenever paid or made, shall be delivered to the Lender to hold as Pledged Collateral and shalland, if received by the any Grantor, shall not be received commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Lender, be segregated from the other property or funds of the Grantor, Secured Parties and shall be forthwith delivered to the Lender as Pledged Collateral Agent (or its non-fiduciary agent or designee) in the same form as so received (with any necessary endorsementendorsement or instrument of assignment).

Exercise of Rights in Pledged Collateral. (i) Without in any way limiting the foregoing and subject to clause (ii) below, the Grantor shall have the right to exercise all voting rights or other rights relating to the Pledged Collateral for all purposes not inconsistent with this Security Agreement, the Credit Agreement or any other Loan Document; provided however, that no vote or other right shall be exercised or action taken which would have the effect of impairing the rights of the Lender Administrative Agent in respect of the Pledged Collateral. (ii) The Grantor will permit the Lender Administrative Agent or its nominee at any time after the occurrence and during the continuance of a an Event of Default, without notice, to exercise all voting rights or other rights relating to Pledged Collateral, including, without limitation, exchange, subscription or any other rights, privileges, or options pertaining to any Capital Stock Equity Interest or Investment Property constituting Pledged Collateral as if it were the absolute owner thereof. (iii) The Grantor shall be entitled to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Collateral to the extent not in violation of the Credit Agreement other than any of the following distributions and payments (collectively referred to as the “Excluded Payments”): (A) dividends and interest paid or payable other than in cash in respect of any Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of an issuer; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral; provided however, that until actually paid, all rights to such distributions shall remain subject to the Liens Lien created by this Security Agreement; and (iv) All Excluded Payments and all other distributions in respect of any of the Pledged Collateral, whenever paid or made, shall be delivered to the Lender Administrative Agent to hold as Pledged Collateral and shall, if received by the Grantor, be received in trust for the benefit of the LenderAdministrative Agent, be segregated from the other property or funds of the Grantor, and be forthwith delivered to the Lender Administrative Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

Exercise of Rights in Pledged Collateral. (i) Without in any way limiting the foregoing and subject to clause (ii) below, the each Grantor shall have the right to exercise all voting rights or other rights relating to the Pledged Collateral for all purposes not inconsistent with this Security Agreement, Agreement and the Credit Agreement or any other Loan DocumentTerm Loan/Note Documents; provided however, that no vote or other right shall be exercised or action taken which would reasonably be expected to have the effect of materially and adversely impairing the rights of the Lender Agent in respect of the Pledged Collateral. (ii) The Each Grantor will permit the Lender Agent or its nominee at any time after the occurrence and during the continuance of a an Event of Default, without notice, to exercise all voting rights or other rights relating to Pledged Collateral, including, without limitation, exchange, subscription or any other rights, privileges, or options pertaining to any Capital Stock Equity Interest or Investment Property constituting Pledged Collateral as if it were the absolute owner thereof. (iii) The Each Grantor shall be entitled to collect receive and receive for its own use retain any and all cash dividends dividends, interest, principal and interest other distributions paid on or distributed in respect of the Pledged Collateral to the extent not and only to the extent that such dividends, interest, principal and other distributions are permitted by, and otherwise paid or distributed in violation accordance with, the terms and conditions of the Credit Agreement Term Loan/Note Documents and applicable law; provided, however, that any non-cash dividends, interest, principal or other than any of the following distributions and payments (collectively referred to as the “Excluded Payments”): (A) dividends and interest paid or payable other than in cash in respect of any that would constitute Pledged Collateral, and instruments and other property receivedwhether resulting from a subdivision, receivable combination or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect reclassification of the outstanding Equity Interests of the issuer of any Pledged Collateral or received in connection with a partial exchange for Pledged Collateral or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of an issuer; and (C) cash paid, payable or otherwise distributed, in respect of principal ofany part thereof, or in redemption ofthereof, or in exchange for, any Pledged Collateral; provided however, that until actually paid, all rights to such distributions shall remain subject to the Liens created by this Security Agreement; and (iv) All Excluded Payments and all other distributions in respect as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, whenever paid or made, shall be delivered to the Lender to hold as Pledged Collateral and shalland, if received by the any Grantor, shall not be received commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the ratable benefit of the Lender, be segregated from the other property or funds of the Grantor, Secured Parties and shall be forthwith delivered to the Lender as Pledged Collateral Agent in the same form as so received (with any necessary endorsementendorsement or instrument of assignment). The proviso to the first sentence of this clause (iii) shall not apply to dividends between or among the Grantors only of property subject to a perfected security interest under this Agreement; provided that the Borrower notifies the Agent in writing, specifically referring to this Section 4.5 at the time of such dividend and takes any actions the Agent reasonably specifies to ensure the continuance of its perfected security interest in such property under this Agreement.

Exercise of Rights in Pledged Collateral. (i) Without in any way limiting the foregoing and subject to clause (ii) below, the such Grantor shall have the right to exercise all voting rights or other rights relating to the Pledged Collateral owned by it for all purposes not inconsistent with this Security Agreement, the Credit Agreement or any other Loan Document; provided however, that no vote or other right shall be exercised or action taken which would have the effect of impairing the rights of the Lender Administrative Agent in respect of the such Pledged Collateral. (ii) The Such Grantor will permit the Lender Administrative Agent or its nominee at any time after the occurrence and during the continuation of a an Event of Default, without notice, to exercise all voting rights or other rights relating to the Pledged CollateralCollateral owned by it, including, without limitation, exchange, subscription or any other rights, privileges, or options pertaining to any Capital Stock Equity Interest or Investment Property constituting such Pledged Collateral as if it were the absolute owner thereof. (iii) The Such Grantor shall be entitled to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Collateral owned by it to the extent not in violation of the Credit Agreement other than any of the following distributions and payments (collectively referred to as the “Excluded Payments”): (A) dividends and interest paid or payable other than in cash in respect of any such Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect of any such Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of an issuer; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any such Pledged Collateral; provided however, that until actually paid, all rights to such distributions shall remain subject to the Liens Lien created by this Security Agreement; and (iv) All Excluded Payments and all other distributions in respect of any of the Pledged CollateralCollateral owned by such Grantor, whenever paid or made, shall be delivered to the Lender Administrative Agent to hold as Pledged Collateral and shall, if received by the such Grantor, be received in trust for the benefit of the LenderAdministrative Agent, be segregated from the other property or funds of the such Grantor, and be forthwith delivered to the Lender Administrative Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

Exercise of Rights in Pledged Collateral. (i) Without in any way limiting the foregoing and subject to clause (ii) below, the such Grantor shall have the right to exercise all voting rights or other rights relating to the Pledged Collateral for all purposes not inconsistent with this Security Agreement, the Credit Agreement or any other Loan Document; provided provided, however, that no vote or other right shall be exercised or action taken which would have the effect of impairing the rights of the Lender Administrative Agent hereunder in respect of the Pledged CollateralCollateral (except for actions (and votes in respect thereof) that are expressly permitted by the Credit Agreement). (ii) The Such Grantor will permit the Lender Administrative Agent or its nominee at any time after the occurrence and during the continuation of a an Event of Default, without notice, to exercise all voting rights or other rights relating to Pledged Collateral, including, without limitation, exchange, subscription or any other rights, privileges, or options pertaining to any Capital Stock Equity Interest or Investment Property constituting Pledged Collateral as if it were the absolute owner thereof. (iii) The To the extent not in violation of the Credit Agreement, such Grantor shall be entitled to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Collateral to the extent not in violation of the Credit Agreement other than any of the following distributions and payments (collectively referred to as the “Excluded Payments”): (A) dividends and interest paid or payable other than in cash in respect of any Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of an issuer; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral; provided however, that until actually paid, all rights to such distributions shall remain subject to the Liens created by this Security Agreement; and (iv) All Excluded Payments and all other distributions in respect of any of the Pledged CollateralCollateral which are not permitted under the Credit Agreement, whenever paid or made, shall be delivered to the Lender Administrative Agent to hold as Pledged Collateral and shall, if received by the such Grantor, be received in trust for the benefit of the LenderAdministrative Agent, be segregated from the other property or funds of the such Grantor, and be forthwith delivered to the Lender Administrative Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

Exercise of Rights in Pledged Collateral. (i) Without in any way limiting the foregoing and subject to clause (ii) below, the such Grantor shall have the right to exercise all voting rights or other rights relating to the Pledged Collateral owned by it for all purposes not inconsistent with this Security Agreement, the Credit Agreement or any other Loan Document; provided however, that no vote or other right shall be exercised or action taken which would have the effect of impairing the rights of the Lender in respect of the Pledged Collaterala Material Adverse Effect. (ii) The Such Grantor will permit the Lender Administrative Agent or its nominee at any time after an Event of Default has occurred and is then continuing, with written notice to the occurrence Grantors of a Default, without noticeits intent to exercise remedies under this Section 4.5(c)(ii), to exercise all voting rights or other rights relating to the Pledged CollateralCollateral owned by it, including, without limitation, exchange, subscription or any other rights, privileges, or options pertaining to any Capital Stock or Investment Property constituting such Pledged Collateral as if it were the absolute owner thereof. (iii) The Such Grantor shall be entitled to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Collateral owned by it to the extent not in violation of the Credit Agreement other than any of the following distributions and payments (collectively referred to as the “Excluded Payments”): (A) dividends and interest paid or payable other than in cash in respect of any such Pledged Collateral, and instruments and other property (other than, for the avoidance of doubt, cash) received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of an issuer; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral; provided however, that until actually paid, all rights to such distributions shall remain subject to the Liens Lien created by this Security Agreement; andprovided, further, that any and all such dividends and interest consisting of rights or interests in the form of securities shall be subject to the terms of Section 4.3 and to any other applicable terms of this Security Agreement. (iv) All Excluded Payments and all other distributions in respect of any of the Pledged CollateralCollateral owned by such Grantor, whenever paid or made, shall be delivered to the Lender Administrative Agent to hold as Pledged Collateral and shall, if received by the such Grantor, be received in trust for the benefit of the LenderAdministrative Agent, be segregated from the other property or funds of the such Grantor, and be forthwith delivered to the Lender Administrative Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

Exercise of Rights in Pledged Collateral. (i) Without in any way limiting the foregoing and subject to clause (ii) below, the each Grantor shall have the right to exercise all voting rights or other rights relating to the Pledged Collateral for all purposes not inconsistent in conflict with this Security Agreement, the Credit Agreement Indenture or any other Loan Notes Document; provided provided, however, that no vote or other right shall be exercised or action taken which that would reasonably be expected to have the effect of materially and adversely impairing the rights of the Lender Notes Collateral Agent in respect of the Pledged CollateralCollateral (except as expressly permitted under the terms and conditions of the Indenture). The Notes Collateral Agent will at the sole cost and expense of the Grantors execute and deliver (or cause to be executed and delivered to such Grantor) all such proxies, powers of attorney and other instruments as such Grantor may reasonably request in writing for the purpose of enabling such Grantor to exercise such voting or other rights that it is entitled to exercise pursuant to this Section 4.4(b), in each case as specified in such request. (ii) The Each Grantor will permit the Lender Notes Collateral Agent (but the Notes Collateral Agent shall not be obligated to) (or its nominee non-fiduciary agent or designee) at any time after the occurrence and during the continuance of a an Event of Default, without noticeafter prior written notice to the applicable Grantor, to exercise all voting rights or other rights relating to Pledged Collateral, including, without limitation, exchange, subscription or any other rights, privileges, or options pertaining to any Capital Stock Equity Interest or Investment Property constituting Pledged Collateral as if it were the absolute owner thereof; provided, that, unless otherwise directed by the Holders of a majority in aggregate principal amount of the then outstanding Notes in accordance with the Indenture, the Notes Collateral Agent shall have the right at any time after the occurrence and during the continuance of an Event of Default to permit the Grantors to exercise such rights. (iii) The Subject to the immediately succeeding sentence, each Grantor shall be entitled to collect receive and receive for its own use retain any and all cash dividends dividends, interest, principal and interest other distributions paid on or distributed in respect of the Pledged Collateral to the extent not and only to the extent that such dividends, interest, principal and other distributions are permitted by, and otherwise paid or distributed in violation accordance with, the terms and conditions of the Credit Agreement Indenture, the other than Notes Documents and applicable Law; provided, however, that any of the following non-cash dividends, interest, principal or other distributions and payments (collectively referred to as the “Excluded Payments”): (A) dividends and interest paid or payable other than in cash in respect of any that would constitute Pledged Collateral, and instruments and other property receivedwhether resulting from a subdivision, receivable combination or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect reclassification of the outstanding Equity Interests of the issuer of any Pledged Collateral or received in connection with a partial exchange for Pledged Collateral or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of an issuer; and (C) cash paid, payable or otherwise distributed, in respect of principal ofany part thereof, or in redemption ofthereof, or in exchange for, any Pledged Collateral; provided however, that until actually paid, all rights to such distributions shall remain subject to the Liens created by this Security Agreement; and (iv) All Excluded Payments and all other distributions in respect as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, whenever paid or made, shall be delivered to the Lender to hold as Pledged Collateral and shalland, if received by the any Grantor, shall not be received commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the LenderSecured Parties and shall, be segregated from subject to the other property or funds terms of the GrantorPari Passu Intercreditor Agreement, and be forthwith delivered to the Lender Notes Collateral Agent (or its non-fiduciary agent or designee) in the same form as so received (with any necessary endorsement or instrument of assignment). Notwithstanding the foregoing, upon the occurrence and during the continuance of an Event of Default and notice to the Grantors from the Notes Collateral Agent of its intent to exercise remedies, all rights of each Grantor to receive dividends, interest, principal or other distributions which it would otherwise be authorized to receive and retain pursuant to preceding sentence shall immediately cease and all such rights shall, subject to the terms of the Pari Passu Intercreditor Agreement, thereupon become vested in the Notes Collateral Agent, which shall thereupon have the sole right to receive and hold as Pledged Collateral and such dividends, interest, principal or other distributions. All such dividends, interest, principal or other distributions which are received by any Grantor contrary to the provisions of this Section 4.4(b)(iii) shall be received for the benefit of the Notes Collateral Agent, shall be segregated from other funds of such Grantor and shall immediately be paid over to the Notes Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). So long as no Event of Default has occurred and is continuing, the Notes Collateral Agent shall promptly deliver to each Grantor (at the expense of such Grantor) any Pledged Collateral in its possession if requested to be delivered to the issuer thereof for cancellation in connection with any exchange, redemption or sale of such Pledged Collateral permitted pursuant to the terms of the Indenture. (iv) Each Grantor shall, at its sole cost and expense, from time to time following the occurrence and during the continuance of an Event of Default execute and deliver to the Notes Collateral Agent appropriate instruments as may be reasonably necessary or as the Notes Collateral Agent may request in order to permit the Notes Collateral Agent to exercise the voting and other rights which it may be entitled to exercise and to receive all dividends, interest, principal or other distributions which it may be entitled to receive.

Exercise of Rights in Pledged Collateral. (i) Without in any way limiting the foregoing and subject to clause (ii) below, the such Grantor shall have the right to exercise all voting rights or other rights relating to the Pledged Collateral owned by it for all purposes not inconsistent with this Security Agreement, the Credit Agreement or any other Loan Document; provided however, that no vote or other right shall be exercised or action taken which would have the effect of impairing the rights of the Lender Administrative Agent in respect of such Pledged Collateral (it being acknowledged, for the avoidance of doubt, that sales, transfers, leases and other dispositions impacting Pledged Collateral.Collateral permitted under Section 6.05 of the Credit Agreement shall not be deemed to have the effect of impairing such rights); (ii) The Such Grantor will permit the Lender Administrative Agent or its nominee at any time after the occurrence and during the continuance of a an Event of Default, without notice, to exercise all voting rights or other rights relating to the Pledged CollateralCollateral owned by it, including, without limitation, exchange, subscription or any other rights, privileges, or options pertaining to any Capital Stock Equity Interest or Investment Property constituting such Pledged Collateral as if it were the absolute owner thereof.; (iii) The Such Grantor shall be entitled to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Collateral owned by it to the extent not in violation of the Credit Agreement other than any of the following distributions and payments (collectively referred to as the “Excluded Payments”): (A) dividends and interest paid or payable other than in cash in respect of any such Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; Collateral (B) dividends and other distributions paid or payable in cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of an issuer; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateralcollectively referred to as the “Excluded Payments”); provided however, that until actually paid, all rights to such distributions shall remain subject to the Liens Lien created by this Security Agreement; and (iv) All Excluded Payments and all other non-cash distributions in respect of any of the Pledged CollateralCollateral owned by such Grantor, whenever paid or made, shall be delivered to the Lender Administrative Agent to hold as Pledged Collateral and shall, if received by the such Grantor, be received in trust for the benefit of the LenderAdministrative Agent, be segregated from the other property or funds of the such Grantor, and be forthwith delivered to the Lender Administrative Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

Exercise of Rights in Pledged Collateral. It is agreed that: (i) Without without in any way limiting the foregoing and subject to clause (ii) below, the each Grantor shall have the right right, unless an Event of Default has occurred and is continuing after prior written notice to the US Borrower by the Administrative Agent, to exercise all voting rights or other rights relating to the Pledged Collateral for all purposes any purpose that does not inconsistent with violate this Security Agreement, the ABL Credit Agreement or any other Loan Document; provided however, that no vote or other right shall be exercised or action taken which would have the effect of impairing the rights of the Lender in respect of the Pledged Collateral.; (ii) The Grantor will permit the Lender Administrative Agent or its nominee at any time after when an Event of Default has occurred and is continuing shall have the right to exercise the rights and remedies provided under Section 5.01(a)(iv) (subject to the notice requirements set forth therein) and upon the occurrence and during the continuance of a Defaultan Event of Default after prior written notice to the US Borrower, without notice, all rights of the Grantors to exercise all or refrain from exercising voting rights or other consensual rights relating to Pledged Collateral, including, without limitation, exchange, subscription or any other rights, privileges, or options pertaining as a holder with respect to any Capital Stock or Investment Property constituting Pledged Collateral as if it were the absolute owner thereof.collateral shall cease; and (iii) The subject to Section 5.01(a)(iv), each Grantor shall be entitled to collect receive and receive for its own use retain any and all cash dividends dividends, interest, principal and interest other distributions paid on or distributed in respect of the Pledged Collateral (unless, and solely to the extent not in violation of extent, otherwise provided under the ABL Credit Agreement or the other than Loan Documents); provided that any of the following non cash dividends or other distributions and payments (collectively referred to as the “Excluded Payments”): (A) dividends and interest paid or payable other than in cash in respect of any that would constitute Pledged Collateral, and instruments and other property receivedwhether resulting from a subdivision, receivable combination or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect reclassification of the outstanding Capital Stock of the issuer of any Pledged Collateral or received in connection with a partial exchange for Pledged Collateral or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of an issuer; and (C) cash paid, payable or otherwise distributed, in respect of principal ofany part thereof, or in redemption ofthereof, or in as a result of any merger, consolidation, acquisition or other exchange forof assets to which such issuer may be a party or otherwise, any Pledged Collateral; provided howevershall, that until actually paid, all rights to such distributions shall remain subject to the Liens created by this Security Agreement; and (iv) All Excluded Payments extent constituting Collateral, hold in trust for the Administrative Agent and all other distributions in respect of any be and become part of the Pledged Collateral, whenever paid or madeand, if received by any Grantor, shall be delivered to the Lender Administrative Agent as and to hold as the extent required by clause (a) above. The Administrative Agent shall promptly deliver to the applicable Grantor (without recourse and without any representation or warranty) any Pledged Collateral and shall, in its possession if received by the Grantor, requested to be received in trust for the benefit of the Lender, be segregated from the other property or funds of the Grantor, and be forthwith delivered to the Lender as issuer or the holder thereof in connection with any redemption or exchange of such Pledged Collateral in not prohibited by the same form as so received ABL Credit Agreement (with any necessary endorsementunless the ABL Credit Agreement prohibits such redemption or exchange at such time).

Exercise of Rights in Pledged Collateral. (i) Without in any way limiting the foregoing and subject to clause (ii) below, the such Grantor shall have the right to exercise all voting rights or other rights relating to the Pledged Collateral owned by it for all purposes not inconsistent with this Security Agreement, the Credit Agreement or any other Loan Document; provided however, that no vote or other right shall be exercised or action taken which would have the effect of impairing the rights of the Lender Administrative Agent in respect of the such Pledged Collateral. (ii) The Such Grantor will permit the Lender Administrative Agent or its nominee at any time after the occurrence and during the continuance of a an Event of Default, without notice, to exercise all voting rights or other rights relating to the Pledged CollateralCollateral owned by it, including, without limitation, exchange, subscription or any other rights, privileges, or options pertaining to any Capital Stock Equity Interest or Investment Property constituting such Pledged Collateral as if it were the absolute owner thereof. (iii) The Such Grantor shall be entitled to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Collateral owned by it to the extent not in violation of the Credit Agreement other than any of the following distributions and payments (collectively referred to as the “Excluded Payments”): (A) dividends and interest paid or payable other than in cash in respect of any such Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect of any such Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of an issuer; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any such Pledged Collateral; provided however, that until actually paid, all rights to such distributions shall remain subject to the Liens Lien created by this Security Agreement; and (iv) All Excluded Payments and all other distributions in respect of any of the Pledged CollateralCollateral owned by such Grantor, whenever paid or made, shall be delivered to the Lender Administrative Agent to hold as Pledged Collateral and shall, if received by the such Grantor, be received in trust for the benefit of the LenderAdministrative Agent, be segregated from the other property or funds of the such Grantor, and be forthwith delivered to the Lender Administrative Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

Exercise of Rights in Pledged Collateral. (i) Without in any way limiting the foregoing and subject to clause (ii) below, the each Grantor shall have the right to exercise all voting rights or other rights relating to the Pledged Collateral for all purposes not inconsistent with this Security Agreement, Agreement and the Credit Agreement or any other Loan DocumentDocuments; provided provided, however, that no vote or other right shall be exercised or action taken which would reasonably be expected to have the effect of materially and adversely impairing the rights of the Lender Agent in respect of the Pledged Collateral. (ii) The Each Grantor will permit the Lender Agent or its nominee at any time after the occurrence and during the continuance of a an Event of Default, without notice, to exercise all voting rights or other rights relating to Pledged Collateral, including, without limitation, exchange, subscription or any other rights, privileges, or options pertaining to any Capital Stock Equity Interest or Investment Property constituting Pledged Collateral as if it were the absolute owner thereof. (iii) The Prior to the occurrence of an Event of Default and a notice thereof from the Agent suspending the Grantors’ rights to do any of the following, each Grantor shall be entitled to collect receive and receive for its own use retain any and all cash dividends dividends, interest, principal and interest other distributions paid on or distributed in respect of the Pledged Collateral to the extent not and only to the extent that such dividends, interest, principal and other distributions are permitted by, and otherwise paid or distributed in violation accordance with, the terms and conditions of the Credit Agreement other than any Loan Documents and applicable law. After the occurrence and during the continuance of an Event of Default after a notice thereof from Agent as contemplated by the following distributions and payments (collectively referred to as the “Excluded Payments”): (A) dividends and interest paid or payable other than in cash in respect first sentence of any Pledged Collateralthis paragraph, and instruments and other property receivedall dividends, receivable or otherwise distributed in respect ofinterest, or in exchange for, any Pledged Collateral; (B) dividends principal and other distributions paid on or payable in cash distributed in respect of any the Pledged Collateral in connection with shall be paid directly to the Agent. The immediately preceding sentence shall not apply to dividends between or among the Grantors only of property subject to a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of an issuer; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateralperfected security interest under this Agreement; provided howeverthat the U.S. Borrower notifies the Agent in writing, that until actually paid, all rights specifically referring to this Section 4.5 at the time of such distributions shall remain subject dividend and takes any actions the Agent reasonably specifies to ensure the Liens created by continuance of its perfected security interest in such property under this Security Agreement; and (iv) All Excluded Payments and all other distributions in respect of any of the Pledged Collateral, whenever paid or made, shall be delivered to the Lender to hold as Pledged Collateral and shall, if received by the Grantor, be received in trust for the benefit of the Lender, be segregated from the other property or funds of the Grantor, and be forthwith delivered to the Lender as Pledged Collateral in the same form as so received (with any necessary endorsement).

Exercise of Rights in Pledged Collateral. (i) Without in any way limiting the foregoing and subject to clause (ii) below, the such Grantor shall have the right to exercise all voting rights or other rights relating to the Pledged Collateral owned by it for all purposes not inconsistent with this Security Pledge Agreement, the Credit Agreement or any other Loan Document; provided however, that no vote or other right shall be exercised or action taken which would have the effect of impairing the rights of the Lender Administrative Agent in respect of the such Pledged Collateral.; (ii) The Such Grantor will permit the Lender Administrative Agent or its nominee at any time after the occurrence of a and during the continuance of an Event of Default, without notice, to exercise all voting rights or other rights relating to the Pledged CollateralCollateral owned by it, including, without limitation, exchange, subscription or any other rights, privileges, or options pertaining to any Capital Stock Equity Interest or Investment Property constituting such Pledged Collateral as if it were the absolute owner thereof.; and (iii) The Such Grantor shall be entitled to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Collateral owned by it to the extent not in violation of this Pledge Agreement, the Credit Agreement or any other than Loan Document; provided, however, that if any cash dividends or interests are received by such Grantor in violation of this Pledge Agreement, the following distributions and payments (collectively referred to as the “Excluded Payments”): (A) Credit Agreement or any other Loan Document, such cash dividends and interest paid or payable other than in cash in respect of any Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of an issuer; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral; provided however, that until actually paid, all rights to such distributions shall remain subject to the Liens created by this Security Agreement; and (iv) All Excluded Payments and all other distributions in respect of any of the Pledged Collateralshall, whenever paid or made, shall be delivered to the Lender Administrative Agent to hold as Pledged Collateral and shall, if received by the such Grantor, be received in trust for the benefit of the LenderAdministrative Agent, be segregated from the other property Property or funds of the such Grantor, and be forthwith delivered to the Lender Administrative Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

Exercise of Rights in Pledged Collateral. (i) Without in any way limiting the foregoing and subject to clause (ii) below, the Grantor shall have the right to exercise all voting rights or other rights relating to the Pledged Collateral owned by the Grantor for all purposes not inconsistent with this Security Agreement, the Credit Agreement or any other Loan Document; provided howeverPROVIDED, HOWEVER, that no vote or other right shall be exercised or action taken which would have the effect of impairing the rights of the Lender Collateral Agent in respect of the Pledged CollateralCollateral owned by the Grantor. (ii) The Grantor will permit the Lender Collateral Agent or its nominee at any time after the occurrence and during the continuance of a Default or an Event of Default, without notice, to exercise all voting rights or other rights relating to Pledged CollateralCollateral owned by the Grantor, including, without limitation, exchange, subscription or any other rights, privileges, or options pertaining to any Capital Stock Equity Interest or Investment Property constituting Pledged Collateral owned by the Grantor as if it the Collateral Agent were the absolute owner thereof. (iii) The Grantor shall be entitled to collect receive and receive for its own use retain any and all cash dividends dividends, interest, distributions, cash, instruments and interest paid other payments and distributions made upon or in respect of the Pledged Collateral to the extent not in violation of the Credit Agreement other than Collateral; provided, however, that any of the following distributions and payments (collectively referred to as the “Excluded Payments”): all: (A) dividends dividends, interest and interest other payments and distributions paid or payable other than in cash in respect of any Pledged Collateralof, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; ; (B) dividends and additional stock, other distributions securities, limited liability company membership interests, partnership interests, promissory notes or other instruments or property paid or payable in cash distributed in respect of any Pledged Delivered Collateral in connection with a partial (other than promissory notes) by way of share-split, spin-off, split-up, reclassification, combination of shares or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of an issuer; and similar rearrangement; (C) cash paidall other or additional stock, payable other securities, limited liability company membership interests, partnership interests, promissory notes or otherwise distributed, other instruments or property which may be paid in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral; provided however, that until actually paid, all rights to such distributions shall remain subject to the Liens created Collateral by this Security Agreement; and (iv) All Excluded Payments and all other distributions in respect reason of any consolidation, merger, exchange of the Pledged Collateralshares, whenever paid conveyance of assets, liquidation or made, similar reorganization; shall be delivered to the Lender Collateral Agent to hold as Pledged Collateral and shall, if received by the any Grantor, be received in trust for the benefit of the LenderCollateral Agent as Pledged Collateral, be segregated from the other property or funds of the Grantor, and be forthwith delivered to the Lender Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

Exercise of Rights in Pledged Collateral. Subject, in each case, to the Intercreditor Agreement, (i) Without in any way limiting the foregoing and subject to clause (ii) below, the each Grantor shall have the right to exercise all voting rights or other rights relating to the Pledged Collateral for all purposes not inconsistent with this Security Agreement, the ABL Credit Agreement or any other Loan Document; provided however, that no vote or other right shall be exercised or action taken which would reasonably be expected to have the effect of materially and adversely impairing the rights of the Lender Collateral Agent in respect of the Pledged Collateral. (ii) The Each Grantor will permit the Lender Collateral Agent or its nominee at any time after the occurrence and during the continuance of a an Event of Default, without notice, to exercise all voting rights or other rights relating to Pledged Collateral, including, without limitation, exchange, subscription or any other rights, privileges, or options pertaining to any Capital Stock Equity Interest or Investment Property constituting Pledged Collateral as if it were the absolute owner thereof. (iii) The Each Grantor shall be entitled to collect receive and receive for its own use retain any and all cash dividends dividends, interest, principal and interest other distributions paid on or distributed in respect of the Pledged Collateral to the extent not and only to the extent that such dividends, interest, principal and other distributions are permitted by, and otherwise paid or distributed in violation accordance with, the terms and conditions of the ABL Credit Agreement Agreement, the other than Loan Documents and applicable law; provided, however, that any of the following non-cash dividends, interest, principal or other distributions and payments (collectively referred to as the “Excluded Payments”): (A) dividends and interest paid or payable other than in cash in respect of any that would constitute Pledged Collateral, and instruments and other property receivedwhether resulting from a subdivision, receivable combination or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect reclassification of the outstanding Equity Interests of the issuer of any Pledged Collateral or received in connection with a partial exchange for Pledged Collateral or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of an issuer; and (C) cash paid, payable or otherwise distributed, in respect of principal ofany part thereof, or in redemption ofthereof, or in exchange for, any Pledged Collateral; provided however, that until actually paid, all rights to such distributions shall remain subject to the Liens created by this Security Agreement; and (iv) All Excluded Payments and all other distributions in respect as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, whenever paid or made, shall be delivered to the Lender to hold as Pledged Collateral and shalland, if received by the any Grantor, shall not be received commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the ratable benefit of the Lender, be segregated from the other property or funds of the Grantor, Secured Parties and shall be forthwith delivered to the Lender as Pledged Collateral Agent in the same form as so received (with any necessary endorsementendorsement or instrument of assignment). The proviso to the first sentence of this clause (iii) shall not apply to dividends between or among the Borrower and the other Loan Parties only of property subject to a perfected security interest under this Security Agreement; provided that the Borrower notifies the Collateral Agent in writing at the time of such dividend and takes any actions the Collateral Agent reasonably specifies to ensure the continuance of its perfected security interest in such property under this Security Agreement.

Exercise of Rights in Pledged Collateral. (i) Without in any way limiting the foregoing and subject to clause (ii) below, the such Grantor shall have the right to exercise all voting rights or other rights relating to the Pledged Collateral owned by it for all purposes not inconsistent with this Security Agreement, the Credit Loan Agreement or any other Loan Document; provided however, that no vote or other right shall be exercised or action taken which would have the effect of impairing the rights of the Lender Agent in respect of the Pledged Collateral. (ii) The Such Grantor will permit the Lender Agent or its nominee at any time after the occurrence of a an Event of Default, without notice, to exercise all voting rights or other rights relating to the Pledged CollateralCollateral owned by it, including, without limitation, exchange, subscription or any other rights, privileges, or options pertaining to any Capital Stock Equity Interest or Investment Property constituting such Pledged Collateral as if it were the absolute owner thereof. (iii) The Such Grantor shall be entitled to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Collateral owned by it to the extent not in violation of the Credit Loan Agreement other than any of the following distributions and payments (collectively referred to as the “Excluded Payments”): (A) dividends and interest paid or payable other than in cash in respect of any such Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect of any such Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of an issuer; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any such Pledged Collateral; provided however, that until actually paid, all rights to such distributions shall remain subject to the Liens Lien created by this Security Agreement; and (iv) All Excluded Payments and all other distributions in respect of any of the Pledged CollateralCollateral owned by such Grantor, whenever paid or made, shall be delivered to the Lender Agent to hold as Pledged Collateral and shall, if received by the such Grantor, be received in trust for the benefit of the LenderAgent, be segregated from the other property or funds of the such Grantor, and be forthwith delivered to the Lender Agent as Pledged Collateral in the same form as so received (with any necessary endorsement); provided however, that all Excluded Payments and other distributions in respect of any Pledge Collateral in cash shall be deposited into a Deposit Account subject to a Deposit Account Control Agreement.

Exercise of Rights in Pledged Collateral. (i) Without in any way limiting the foregoing and subject to clause (ii) below, the such Grantor shall have the right to exercise all voting rights or other rights relating to the Pledged Collateral for all purposes not materially inconsistent with this Security Agreement, the Credit Agreement or any other Loan Document; provided howeverprovided, that no vote or other right shall be exercised or action taken which would have the effect of materially impairing the rights of the Lender Administrative Agent in respect of the Pledged Collateral. (ii) The Following notice from the Administrative Agent of its intention to exercise such right, such Grantor will permit the Lender Administrative Agent or its nominee at any time after the occurrence and during the continuance of a an Event of Default, without notice, to exercise all voting rights or other rights relating to the Pledged Collateral, including, without limitation, exchange, subscription or any other rights, privileges, or options pertaining to any Capital Stock Equity Interest or Investment Property constituting Pledged Collateral as if it were the absolute owner thereof. (iii) The Such Grantor shall be entitled to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Collateral to the extent not in violation of the Credit Agreement Agreement. Notwithstanding the foregoing, if a Grantor receives dividends or distributions that are other than any cash, such other property shall become Pledged Collateral hereunder, and shall be subject to the requirements (including baskets for permitted dispositions) set forth in this Agreement and in the Credit Agreement. (iv) During the continuance of the following an Event of Default, all distributions and payments (collectively referred to as the “Excluded Payments”): (A) dividends and interest paid or payable other than in cash in respect of any Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of an issuer; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral; provided however, that until actually paid, all rights to such distributions shall remain subject to the Liens created by this Security Agreement; and (iv) All Excluded Payments and all other distributions in respect of any of the Pledged Collateral, whenever paid or mademade during the continuance thereof, shall shall, upon the written request of the Administrative Agent, be delivered to the Lender Administrative Agent to hold as Pledged Collateral and shall, if received by the such Grantor, be received in trust for the benefit of the LenderAdministrative Agent, be segregated from the other property or funds of the such Grantor, and shall, upon the written request of the Administrative Agent, be forthwith delivered to the Lender Administrative Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

Exercise of Rights in Pledged Collateral. (i) Without in any way limiting the foregoing and subject to clause (ii) below, the such Grantor shall have the right to exercise all voting rights or other rights relating to the Pledged Collateral owned by it for all purposes not inconsistent with this Security Agreement, the Credit Agreement or any other Loan Document; provided however, that no vote or other right shall be exercised or action taken which would have the effect of impairing the rights of the Lender Administrative Agent in respect of the such Pledged Collateral. (ii) The Such Grantor will permit the Lender Administrative Agent or its nominee at any time after the occurrence and during the continuance of a an Event of Default, without notice, to exercise all voting rights or other rights relating to the Pledged CollateralCollateral owned by it, including, without limitation, exchange, subscription or any other rights, privileges, or options pertaining to any Capital Stock Equity Interest or Investment Property constituting Pledged Collateral as if it were the absolute owner thereof. (iii) The Such Grantor shall be entitled to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Collateral owned by it to the extent not in violation of the Credit Agreement other than any of the following distributions and payments (collectively referred to as the “Excluded Payments”): (A) dividends and interest paid or payable other than in cash in respect of any such Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect of any such Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of an issuer; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any such Pledged Collateral; provided however, that until actually paid, all rights to such distributions shall remain subject to the Liens Lien created by this Security Agreement; and (iv) All Excluded Payments and all other distributions in respect of any of the Pledged CollateralCollateral owned by such Grantor, whenever paid or made, shall be delivered to the Lender Administrative Agent to hold as Pledged Collateral and shall, if received by the such Grantor, be received in trust for the benefit of the LenderAdministrative Agent, be segregated from the other property or funds of the such Grantor, and be forthwith delivered to the Lender Administrative Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

Exercise of Rights in Pledged Collateral. (i) Without in any way limiting the foregoing and subject to clause (ii) below, the such Grantor shall have the right to exercise all voting rights or other rights relating to the Pledged Collateral owned by it for all purposes not inconsistent with this Security Agreement, the Credit Agreement or any other Loan Document; provided provided, however, that no vote or other right shall be exercised or action taken which would have the effect of impairing the rights of the Lender Administrative Agent in respect of the such Pledged Collateral. (ii) The Such Grantor will permit the Lender Administrative Agent or its nominee at any time after the occurrence and during the continuance of a an Event of Default, without notice, to exercise all voting rights or other rights relating to the Pledged CollateralCollateral owned by it, including, without limitation, exchange, subscription or any other rights, privileges, or options pertaining to any Capital Stock Equity Interest or Investment Property constituting such Pledged Collateral as if it were the absolute owner thereof. (iii) The Such Grantor shall be entitled to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Collateral held by it to the extent not in violation of the Credit Agreement other than dividends and interest paid at any time when an Event of the following distributions Default shall have occurred and payments be continuing (collectively referred to as the “"Excluded Payments”): (A) dividends and interest paid or payable other than in cash in respect of any Pledged Collateral"); provided, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of an issuer; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral; provided however, that until actually paid, all rights to such distributions shall remain subject to the Liens Lien created by this Security Agreement; and. (iv) All Excluded Payments and all other distributions in respect of any of the Pledged CollateralPayments, whenever paid or made, shall be delivered to the Lender Administrative Agent to hold as Pledged Collateral (or, if paid in cash, deposited in a Controlled Deposit Account) and shall, if received by the such Grantor, be received in trust for the benefit of the LenderAdministrative Agent, be segregated from the other property or funds of the such Grantor, and be forthwith delivered to the Lender Administrative Agent as Pledged Collateral or deposited in a Controlled Deposit Account, as applicable, in the same form as so received (with any necessary endorsement). (v) Such Grantor hereby authorizes and instructs each issuer of any Investment Property pledged by such Grantor hereunder to, and each Grantor that is an issuer of Investment Property pledged by another Grantor agrees and consents to, (i) comply with any instruction received by it from the Administrative Agent in writing (and any other issuer from time to time hereby agrees to comply with such instruction) that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Security Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Investment Property directly to the Administrative Agent.

Exercise of Rights in Pledged Collateral. (i) Without in any way limiting the foregoing and subject to clause (ii) below, the such Grantor shall have the right to exercise all voting rights or other rights relating to the Pledged Collateral owned by it for all purposes not inconsistent with this Security Agreement, the Credit Agreement or any other Loan Document; provided however, that no vote or other right shall be exercised or action taken which would have the effect of impairing the rights of the Lender Collateral Agent in respect of the such Pledged Collateral. (ii) The Such Grantor will permit the Lender Collateral Agent or its nominee at any time after the occurrence of a an Event of Default, without notice, to exercise all voting rights or other rights relating to the Pledged CollateralCollateral owned by it, including, without limitation, exchange, subscription or any other rights, privileges, or options pertaining to any Capital Stock Equity Interests or Investment Property constituting such Pledged Collateral as if it were the absolute owner thereof. (iii) The Such Grantor shall be entitled to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Collateral owned by it to the extent not in violation of the Credit Agreement other than any of the following distributions and payments (collectively referred to as the “Excluded Payments”): (A) dividends and interest paid or payable other than in cash in respect of any such Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect of any such Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of an issuer; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any such Pledged Collateral; provided however, that until actually paid, all rights to such distributions shall remain subject to the Liens Lien created by this Security Agreement; and (iv) All Excluded Payments and all other distributions in respect of any of the Pledged CollateralCollateral owned by such Grantor, whenever paid or made, shall be delivered to the Lender Collateral Agent to hold as Pledged Collateral and shall, if received by the such Grantor, be received in trust for the benefit of the LenderCollateral Agent, be segregated from the other property or funds of the such Grantor, and be forthwith delivered to the Lender Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

Exercise of Rights in Pledged Collateral. (i) Without in any way limiting the foregoing and subject to clause (ii) below, the such Grantor shall have the right to exercise all voting rights or other rights relating to the Pledged Collateral owned by it for all purposes not inconsistent with this Security Agreement, the Credit Agreement or any other Loan Document; provided provided, however, that no vote each Grantor agrees that it shall not exercise any such right for any purpose prohibited by the terms of, or other right shall be exercised or action taken which would have if the effect of impairing result thereof could materially and adversely affect the rights of the Lender in respect inuring to a holder of the Pledged CollateralCollateral or the rights and remedies of any of the Secured Parties under, this Agreement or the Credit Agreement or any other Loan Document or the ability of the Secured Parties to exercise the same. (ii) The Such Grantor will permit the Lender Collateral Agent or its nominee at any time after the occurrence and during the continuation of a an Event of Default, without notice, to exercise all voting rights or other rights relating to the Pledged CollateralCollateral owned by it, including, without limitation, exchange, subscription or any other rights, privileges, or options pertaining to any Capital Stock Equity Interests or Investment Property constituting such Pledged Collateral as if it were the absolute owner thereof. (iii) The Unless an Event of Default shall have occurred and be continuing, such Grantor shall be entitled to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Collateral owned by it to the extent not in violation of the Credit Agreement Agreement. If an Event of Default shall occur and be continuing and the Collateral Agent shall give notice of its intent to exercise such rights to the relevant Grantor or Grantors, the Collateral Agent shall have the right to receive all such cash dividends, interest, payments and other than any of the following distributions and payments (collectively referred to as the “Excluded Payments”): (A) dividends and interest Proceeds paid or payable other than in cash in respect of any Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of an issuer; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral; provided however, that until actually paid, all rights to such distributions shall remain subject to the Liens created by this Security Agreement; and (iv) All Excluded Payments and all other distributions in respect of any of the Pledged Collateral, whenever paid or made, shall be delivered to the Lender to hold as Pledged Collateral and shall, if received by the Grantor, be received in trust for the benefit of the Lender, be segregated from the other property or funds of the Grantor, and be forthwith delivered to the Lender as Pledged Collateral in the same form as so received (with any necessary endorsement).

Exercise of Rights in Pledged Collateral. Subject, in each case, to the ABL Intercreditor Agreement, (i) Without in any way limiting the foregoing and subject to clause (ii) below, the Grantor Debtor shall have the right to exercise all voting rights or other rights relating to the Pledged Collateral for all purposes not inconsistent with this General Security Agreement, the Credit Agreement or any other Loan Document; provided provided, however, that no vote or other right shall be exercised or action taken which that would reasonably be expected to have the effect of materially and adversely impairing the rights of the Lender Agent in respect of the Pledged Collateral. (ii) The Grantor Debtor will permit the Lender Agent (or its nominee non-fiduciary agent or designee) at any time after the occurrence and during the continuance of a an Event of Default, without written notice, to exercise all voting rights or other rights relating to Pledged Collateral, including, without limitation, exchange, subscription or any other rights, privileges, or options pertaining to any Capital Stock Equity Interest or Investment Property constituting Pledged Collateral as if it were the absolute owner thereof. (iii) The Grantor Debtor shall be entitled to collect receive and receive for its own use retain any and all cash dividends dividends, interest, principal and interest other distributions paid on or distributed in respect of the Pledged Collateral to the extent not and only to the extent that such dividends, interest, principal and other distributions are permitted by, and otherwise paid or distributed in violation accordance with, the terms and conditions of the Credit Agreement Agreement, the other than Loan Documents and Applicable Law; provided, however, that any of the following non-cash dividends, interest, principal or other distributions and payments (collectively referred to as the “Excluded Payments”): (A) dividends and interest paid or payable other than in cash in respect of any that would constitute Pledged Collateral, and instruments and other property receivedwhether resulting from a subdivision, receivable combination or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect reclassification of the outstanding Equity Interests of the issuer of any Pledged Collateral or received in connection with a partial exchange for Pledged Collateral or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of an issuer; and (C) cash paid, payable or otherwise distributed, in respect of principal ofany part thereof, or in redemption ofthereof, or in exchange for, any Pledged Collateral; provided however, that until actually paid, all rights to such distributions shall remain subject to the Liens created by this Security Agreement; and (iv) All Excluded Payments and all other distributions in respect as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, whenever paid or made, shall be delivered to the Lender to hold as Pledged Collateral and shalland, if received by the GrantorDebtor, shall not be received commingled by the Debtor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Lender, be segregated from the other property or funds of the Grantor, Secured Parties and shall be forthwith delivered to the Lender as Pledged Collateral Agent (or its non-fiduciary agent or designee) in the same form as so received (with any necessary endorsementendorsement or instrument of assignment).

Exercise of Rights in Pledged Collateral. (i) Without in any way limiting the foregoing and subject to clause (ii) below, the such Grantor shall have the right to exercise all voting rights or other rights relating to the Pledged Collateral owned by it for all purposes not inconsistent with this Security Agreement, the Credit Agreement or any other Loan Document; provided however, that no vote or other right shall be exercised or action taken which would have the effect of impairing the rights of the Lender Administrative Agent in respect of the such Pledged Collateral. (ii) The Such Grantor will permit the Lender Administrative Agent or its nominee at any time after the occurrence of a an Event of Default, without notice, to exercise all voting rights or other rights relating to the Pledged CollateralCollateral owned by it, including, without limitation, exchange, subscription or any other rights, privileges, or options pertaining to any Capital Stock Equity Interest or Investment Property constituting such Pledged Collateral as if it were the absolute owner thereof. (iii) The While no Event of Default has occurred, such Grantor shall be entitled to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Collateral owned by it to the extent not in violation of the Credit Agreement other than any of the following distributions and payments (collectively referred to as the “Excluded Payments”): (A) dividends and interest paid or payable other than in cash in respect of any such Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect of any such Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of an issuer; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any such Pledged Collateral; provided however, that until actually paid, all such distributions and all rights to such distributions shall remain subject to the Liens Lien created by this Security Agreement; and (iv) All Excluded Payments and all other distributions in respect of any Pledged Collateral owned by such Grantor, following the occurrence of the Pledged Collateral, whenever paid or madean Event of Default, shall be delivered to the Lender Administrative Agent to hold as Pledged Collateral and shall, if received by the such Grantor, be received in trust for the benefit of the LenderAdministrative Agent, be segregated from the other property or funds of the such Grantor, and be forthwith delivered to the Lender Administrative Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

Exercise of Rights in Pledged Collateral. (i) Without in any way limiting the foregoing and subject to clause (ii) below, the such Grantor shall have the right to exercise all voting rights or other rights relating to the Pledged Collateral owned by it for all purposes not inconsistent with this Security Agreement, the Credit Agreement Agreement, the Order or any other Loan Document; provided provided, however, that no vote or other right shall be exercised or action taken which would have the effect of impairing the rights of the Lender Administrative Agent in respect of such Pledged Collateral (other than to permit any transaction permitted under the Pledged CollateralCredit Agreement, the Order or any other Loan Document). (ii) The Such Grantor will permit the Lender Administrative Agent or its nominee at any time after during any Enforcement Period and subject to the occurrence of a DefaultOrder, without notice, to exercise all voting rights or other rights relating to the Pledged CollateralCollateral owned by it, including, without limitation, exchange, subscription or any other rights, privileges, or options pertaining to any Capital Stock Equity Interest or Investment Property constituting such Pledged Collateral as if it were the absolute owner thereof. (iii) The Except during any Enforcement Period, such Grantor shall be entitled to (A) collect and receive for its own use all cash dividends and cash interest paid in respect of the Pledged Collateral to the extent not in violation of the Credit Agreement other than any of the following distributions owned by it and payments (collectively referred to as the “Excluded Payments”): (A) dividends and interest paid or payable other than in cash in respect of any Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) collect and receive all dividends and other distributions paid or payable in cash or in other property in respect of any the Pledged Collateral owned by it in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of an issuer; and (C) cash paid, payable issuer or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any such Pledged Collateral; provided provided, however, that (x) until actually paid, all rights to such dividends and distributions shall remain subject to the Liens Lien created by this Security Agreement; and Agreement and (ivy) All Excluded Payments all such dividends and all other distributions in respect of any of the Pledged Collateral, whenever paid or mademade other than in cash shall, shall to the extent such dividends or distributions do not constitute Excluded Property and are otherwise expressly required to be pledged and delivered to the Lender to hold as Pledged Collateral and shall, if received by the GrantorAdministrative Agent hereunder, be received in trust for the benefit of the LenderAdministrative Agent, be segregated from the other property or funds of the such Grantor, and be forthwith delivered to the Lender Administrative Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

Exercise of Rights in Pledged Collateral. (i) Without in any way limiting the foregoing and subject to clause (ii) below, the such Grantor shall have the right to exercise all voting rights or other rights relating to the Pledged Collateral of such Grantor for all purposes not inconsistent with this Security Agreement, the Credit Loan Agreement or any other Loan Document; provided provided, however, that no vote or other right shall be exercised or action taken which would have the effect of impairing the rights of the Lender Collateral Agent in respect of the any such Pledged Collateral. (ii) The Such Grantor will permit the Lender Collateral Agent or its nominee at any time after the occurrence and continuation of a an Event of Default, without notice, to exercise all voting rights or other rights relating to Pledged CollateralCollateral of such Grantor, including, without limitation, exchange, subscription or any other rights, privileges, or options pertaining to any Capital Stock Equity Interest or Investment Property constituting Pledged Collateral of such Grantor as if it were the absolute owner thereof. (iii) The Such Grantor shall be entitled to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Collateral of such Grantor to the extent not in violation of the Credit Agreement Loan Agreement, other than any of the following distributions and payments (collectively referred to as the “"Excluded Payments”"): (A) dividends and interest paid or payable other than in cash in respect of any such Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any such Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect of any such Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of an issuer; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any such Pledged Collateral; provided provided, however, that until actually paid, all rights to such distributions shall remain subject to the Liens Lien created by this Security Agreement; and (iv) All Excluded Payments and all other distributions in respect of any of the Pledged CollateralCollateral of such Grantor, whenever paid or made, shall be delivered to the Lender Collateral Agent to hold as Pledged Collateral and shall, if received by the such Grantor, be received in trust for the benefit of the LenderCollateral Agent, be segregated from the other property or funds of the such Grantor, and be forthwith delivered to the Lender Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

Exercise of Rights in Pledged Collateral. Subject, in each case, to the ABL/Bond Intercreditor Agreement: (i) Without in any way limiting the foregoing and subject to clause (ii) below, the each Grantor shall have the right to exercise all voting rights or other rights relating to the Pledged Collateral for all purposes not inconsistent with this Security Agreement, the Credit Agreement or any other Loan Document; provided provided, however, that no vote or other right shall be exercised or action taken which that would reasonably be expected to have the effect of materially and adversely impairing the rights of the Lender Agent in respect of the Pledged Collateral. (ii) The Each Grantor will permit the Lender Agent (or its nominee non-fiduciary agent or designee) at any time after the occurrence and during the continuance of a an Event of Default, without noticeafter prior written notice to the applicable Grantor, to exercise all voting rights or other rights relating to Pledged Collateral, including, without limitation, exchange, subscription or any other rights, privileges, or options pertaining to any Capital Stock Equity Interest or Investment Property constituting Pledged Collateral as if it were the absolute owner thereof. (iii) The Each Grantor shall be entitled to collect receive and receive for its own use retain any and all cash dividends dividends, interest, principal and interest other distributions paid on or distributed in respect of the Pledged Collateral to the extent not and only to the extent that such dividends, interest, principal and other distributions are permitted by, and otherwise paid or distributed in violation accordance with, the terms and conditions of the Credit Agreement Agreement, the other than Loan Documents and applicable law; provided, however, that any of the following non-cash dividends, interest, principal or other distributions and payments (collectively referred to as the “Excluded Payments”): (A) dividends and interest paid or payable other than in cash in respect of any that would constitute Pledged Collateral, and instruments and other property receivedwhether resulting from a subdivision, receivable combination or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect reclassification of the outstanding Equity Interests of the issuer of any Pledged Collateral or received in connection with a partial exchange for Pledged Collateral or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of an issuer; and (C) cash paid, payable or otherwise distributed, in respect of principal ofany part thereof, or in redemption ofthereof, or in exchange for, any Pledged Collateral; provided however, that until actually paid, all rights to such distributions shall remain subject to the Liens created by this Security Agreement; and (iv) All Excluded Payments and all other distributions in respect as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, whenever paid or made, shall be delivered to the Lender to hold as Pledged Collateral and shalland, if received by the any Grantor, shall not be received commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Lender, be segregated from the other property or funds of the Grantor, Secured Creditors and shall be forthwith delivered to the Lender as Pledged Collateral Agent (or its non-fiduciary agent or designee) in the same form as so received (with any necessary endorsementendorsement or instrument of assignment).

Exercise of Rights in Pledged Collateral. (i) Without in any way limiting the foregoing and subject to clause (ii) below, the such Grantor shall have the right to exercise all voting rights or other rights relating to the Pledged Collateral owned by it for all purposes not inconsistent with this Security Agreement, the Credit Loan Agreement or any other Loan Document; provided however, that no vote or other right shall be exercised or action taken which would have the effect of impairing the rights of the Lender Agent in any material respect in respect of the such Pledged Collateral. (ii) The Such Grantor will permit the Lender Agent or its nominee at any time after the occurrence and during the continuance of a an Event of Default, without notice, to exercise all voting rights or other rights relating to the Pledged CollateralCollateral owned by it, including, without limitation, exchange, subscription or any other rights, privileges, or options pertaining to any Capital Stock Equity Interest or Investment Property constituting such Pledged Collateral as if it were the absolute owner thereof. (iii) The Such Grantor shall be entitled to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Collateral owned by it to the extent not in violation of the Credit Loan Agreement other than any of the following distributions and payments (collectively referred to as the “Excluded Payments”): (A) dividends and interest paid or payable other than in cash in respect of any such Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; and (B) dividends and other distributions paid or payable in cash in respect of any such Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital during the continuance of an issuer; Event of Default and (C) cash paid, payable or otherwise distributed, in respect as a result of principal of, or in redemption of, or in exchange for, any action by the Agent to exercise remedies against the Pledged Collateral; provided however, that until actually paid, all rights to such distributions shall remain subject to the Liens Lien created by this Security Agreement; and. (iv) All Excluded Payments and all other distributions in respect of any of the Pledged CollateralCollateral owned by such Grantor, whenever paid or made, shall be delivered to the Lender Agent to hold as Pledged Collateral and shall, if received by the such Grantor, be received in trust for the benefit of the LenderAgent, be segregated from the other property or funds of the such Grantor, and be forthwith delivered to the Lender Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

Exercise of Rights in Pledged Collateral. (i) Without in any way limiting the foregoing and subject to clause (ii) belowFor all purposes not inconsistent with this Agreement, the Credit Agreement or any other Loan Document, such Grantor shall have the right to exercise all voting rights or other rights relating to the Pledged Collateral for all purposes not inconsistent with this Security Agreement, the Credit Agreement or any other Loan Documentowned by it; provided however, that no vote or other right shall be exercised or action taken which would have the effect of materially impairing the rights of the Lender Administrative Agent in respect of such Pledged Collateral unless otherwise permitted under the Pledged CollateralCredit Agreement. (ii) The Such Grantor will permit the Lender Administrative Agent or its nominee at any time after the occurrence and during the continuance of a an Event of Default, without upon 10 Business Days’ prior notice, to exercise all voting rights or other rights relating to the Pledged CollateralCollateral owned by it, including, without limitation, exchange, subscription or any other rights, privileges, or options pertaining to any Capital Stock Equity Interest or Investment Property constituting such Pledged Collateral as if it were the absolute owner thereof. (iii) The Such Grantor shall be entitled to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Collateral owned by it to the extent not in violation of the Credit Agreement other than any of Agreement; provided however, that until actually paid, all rights to such distributions, shall remain subject to the following distributions and payments Lien created by this Agreement; (collectively referred to as the “Excluded Payments”): (Aiv) All dividends and interest paid or payable other than in cash in respect of any such Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of an issuer; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral; provided however, that until actually paid, all rights to such distributions shall remain subject to the Liens created by this Security Agreement; and (iv) All Excluded Payments and all other distributions in respect of any of the Pledged CollateralCollateral owned by such Grantor, whenever paid or made, shall be delivered to the Lender Administrative Agent to hold as Pledged Collateral and shall, if received by the such Grantor, be received in trust for the benefit of the LenderAdministrative Agent, be segregated from the other property or funds of the such Grantor, and be forthwith promptly delivered to the Lender Administrative Agent as Pledged Collateral in the same form as so received (with any necessary endorsement); and (v) Such Grantor hereby authorizes and instructs each issuer of any Investment Property pledged by such Grantor hereunder to, and each Grantor that is an issuer of Investment Property pledged by another Grantor agrees and consents to, after the occurrence and during the continuance of an Event of Default (i) comply with any instruction received by it from the Administrative Agent in writing (and any other issuer from time to time hereby agrees to comply with such instruction) that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Investment Property directly to the Administrative Agent.

Exercise of Rights in Pledged Collateral. It is agreed that: (i) Without without in any way limiting the foregoing and subject to clause (ii) below, the each Grantor shall have the right right, unless an Event of Default has occurred and is continuing after prior written notice to the Canadian Borrower by the Administrative Agent, to exercise all voting rights or other rights relating to the Pledged Collateral for all purposes any purpose that does not inconsistent with violate this Security Agreement, the ABL Credit Agreement or any other Loan Document; provided however, that no vote or other right shall be exercised or action taken which would have the effect of impairing the rights of the Lender in respect of the Pledged Collateral.; (ii) The Grantor will permit the Lender Administrative Agent or its nominee at any time after when an Event of Default has occurred and is continuing shall have the right to exercise the rights and remedies provided under Section 5.01(a)(iv) (subject to the notice requirements set forth therein) and upon the occurrence and during the continuance of a Defaultan Event of Default after prior written notice to the Canadian Borrower, without notice, all rights of the Grantors to exercise all or refrain from exercising voting rights or other consensual rights relating to Pledged Collateral, including, without limitation, exchange, subscription or any other rights, privileges, or options pertaining as a holder with respect to any Capital Stock or Investment Property constituting Pledged Collateral as if it were the absolute owner thereof.collateral shall cease; and (iii) The Subject to Section 5.01(a)(iv), each Grantor shall be entitled to collect receive and receive for its own use retain any and all cash dividends dividends, interest, principal and interest other distributions paid on or distributed in respect of the Pledged Collateral (unless, and solely to the extent not in violation of extent, otherwise provided under the ABL Credit Agreement or the other than Loan Documents); provided that any of the following non-cash dividends or other distributions and payments (collectively referred to as the “Excluded Payments”): (A) dividends and interest paid or payable other than in cash in respect of any that would constitute Pledged Collateral, and instruments and other property receivedwhether resulting from a subdivision, receivable combination or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect reclassification of the outstanding Capital Stock of the issuer of any Pledged Collateral or received in connection with a partial exchange for Pledged Collateral or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of an issuer; and (C) cash paid, payable or otherwise distributed, in respect of principal ofany part thereof, or in redemption ofthereof, or in as a result of any merger, amalgamation, consolidation, acquisition or other exchange forof assets to which such issuer may be a party or otherwise, any Pledged Collateral; provided howevershall, that until actually paid, all rights to such distributions shall remain subject to the Liens created by this Security Agreement; and (iv) All Excluded Payments extent constituting Collateral, hold in trust for the Administrative Agent and all other distributions in respect of any be and become part of the Pledged Collateral, whenever paid or madeand, if received by any Grantor, shall be delivered to the Lender Administrative Agent as and to hold as the extent required by clause (a) above. The Administrative Agent shall promptly deliver to the applicable Grantor (without recourse and without any representation or warranty) any Pledged Collateral and shall, in its possession if received by the Grantor, requested to be received in trust for the benefit of the Lender, be segregated from the other property or funds of the Grantor, and be forthwith delivered to the Lender as issuer or the holder thereof in connection with any redemption or exchange of such Pledged Collateral in not prohibited by the same form as so received ABL Credit Agreement (with any necessary endorsementunless the ABL Credit Agreement prohibits such redemption or exchange at such time).

Exercise of Rights in Pledged Collateral. (i) Without in any way limiting the foregoing and subject to clause (ii) below, the Grantor shall have the right to exercise all voting rights or other rights relating to the Pledged Collateral owned by it for all purposes not inconsistent with this Security Agreement, the Credit Agreement or any other Loan Document; provided however, that no vote or other right shall be exercised or action taken which would have the effect of impairing the rights of the Lender Administrative Agent in respect of the such Pledged Collateral. (ii) The Grantor will permit the Lender Administrative Agent or its nominee at any time after the occurrence and during the continuance of a an Event of Default, without notice, to exercise all voting rights or other rights relating to the Pledged CollateralCollateral owned by it, including, without limitation, exchange, subscription or any other rights, privileges, or options pertaining to any Capital Stock Equity Interest or Investment Property constituting such Pledged Collateral as if it were the absolute owner thereof. (iii) The Grantor shall be entitled to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Collateral owned by it to the extent not in violation of the Credit Agreement other than any of the following distributions and payments (collectively referred to as the “Excluded Payments”): (A) dividends and interest paid or payable other than in cash in respect of any such Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect of any such Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of an issuer; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any such Pledged Collateral; provided however, that until actually paid, all rights to such distributions shall remain subject to the Liens Lien created by this Security Agreement; and (iv) All Excluded Payments and all other distributions in respect of any of the Pledged CollateralCollateral owned by the Grantor, whenever paid or made, shall be delivered to the Lender Administrative Agent to hold as Pledged Collateral and shall, if received by the Grantor, be received in trust for the benefit of the LenderAdministrative Agent, be segregated from the other property or funds of the Grantor, and be forthwith delivered to the Lender Administrative Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

Exercise of Rights in Pledged Collateral. (i) Without in any way limiting the foregoing and subject to clause (ii) below, the such Grantor shall have the right to exercise all voting rights or other rights relating to the Pledged Collateral owned by it for all purposes not inconsistent with this Security Agreement, the Credit Agreement or any other Loan Document; provided however, that no vote or other right shall be exercised or action taken which would have the effect of impairing the rights of the Lender Administrative Agent in respect of the such Pledged Collateral. (ii) The Such Grantor will permit the Lender Administrative Agent or its nominee at any time after during the occurrence continuance of a an Event of Default, without notice, to exercise all voting rights or other rights relating to the Pledged CollateralCollateral owned by it, including, without limitation, exchange, subscription or any other rights, privileges, or options pertaining to any Capital Stock Equity Interest or Investment Property constituting such Pledged Collateral as if it were the absolute owner thereof. (iii) The Such Grantor shall be entitled to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Collateral owned by it to the extent not in violation of the Credit Agreement other than any of the following distributions and payments (collectively referred to as the “Excluded Payments”): (A) dividends and interest paid or payable other than in cash in respect of any such Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect of any such Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of an issuer; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any such Pledged Collateral; provided however, that until actually paid, all rights to such distributions shall remain subject to the Liens Lien created by this Security Agreement; and (iv) All Excluded Payments and all other distributions in respect of any of the Pledged CollateralCollateral owned by such Grantor, whenever paid or made, shall be delivered to the Lender Administrative Agent to hold as Pledged Collateral and shall, if received by the such Grantor, be received in trust for the benefit of the LenderAdministrative Agent, be segregated from the other property or funds of the such Grantor, and be forthwith delivered to the Lender Administrative Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

Exercise of Rights in Pledged Collateral. (i) Without in any way limiting the foregoing and subject to clause (ii) below, the such Grantor shall have the right to exercise all voting rights or other rights relating to the Pledged Collateral owned by it for all purposes not inconsistent with this Security Agreement, the Credit Agreement or any other Loan Document; provided however, that no vote or other right shall be exercised or action taken which would have the effect of impairing the rights of the Lender Agent in respect of the such Pledged Collateral. (ii) The Such Grantor will permit the Lender Agent or its nominee at any time after the occurrence of a Default, without notice, to exercise all voting rights or other rights relating to the Pledged CollateralCollateral owned by it, including, without limitation, exchange, subscription or any other rights, privileges, or options pertaining to any Capital Stock or Investment Property constituting such Pledged Collateral as if it were the absolute owner thereof. (iii) The Such Grantor shall be entitled to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Collateral owned by it to the extent not in violation of the Credit Agreement other than any of the following distributions and payments (collectively referred to as the “"Excluded Payments”"): (A) dividends and interest paid or payable other than in cash in respect of any such Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any such Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect of any such Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of an issuer; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any such Pledged Collateral; provided however, that until actually paid, all rights to such distributions shall remain subject to the Liens Lien created by this Security Agreement; and (iv) All Excluded Payments and all other distributions in respect of any of the Pledged CollateralCollateral owned by such Grantor, whenever paid or made, shall be delivered to the Lender Agent to hold as Pledged Collateral and shall, if received by the such Grantor, be received in trust for the benefit of the LenderAgent, be segregated from the other property or funds of the such Grantor, and be forthwith delivered to the Lender Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

Exercise of Rights in Pledged Collateral. Subject, in each case, to the Intercreditor Agreement, (i) Without in any way limiting the foregoing and subject to clause (ii) below, the each Grantor shall have the right to exercise all voting rights or other rights relating to the Pledged Collateral for all purposes any purpose not inconsistent with prohibited by this Canadian Security Agreement, the Credit Agreement Indenture or any other Loan Note Document; provided provided, however, that no vote or other right shall be exercised or action taken which that would reasonably be expected to have the effect of materially and adversely impairing the rights of the Lender Notes Collateral Agent in respect of the Pledged Collateral. (ii) The Each Grantor will permit the Lender Notes Collateral Agent (or, prior to the discharge in full of all Domestic Priority Debt, its non-fiduciary agent, designee or its nominee bailee) at any time after the occurrence and during the continuance of a Default, without noticean Event of Default and after prior written notice to the applicable Grantor, to exercise all voting rights or other rights relating to Pledged Collateral, including, without limitation, exchange, subscription or any other rights, privileges, or options pertaining to any Capital Stock Equity Interest or Investment Property constituting Pledged Collateral as if it were the absolute owner thereof. For the avoidance of doubt, at any time that an Event of Default is no longer continuing and the Issuer has notified the Notes Collateral Agent (or, prior to the discharge in full of all Domestic Priority Debt, its non-fiduciary agent, designee or bailee) that such Event of Default is no longer continuing, any rights vested in the Notes Collateral Agent (and/or its non-fiduciary agent, designee or bailee) pursuant to this Section 4.6(b)(ii) after the occurrence and during the continuance of such Event of Default shall cease to be vested in the Notes Collateral Agent (and/or its non-fiduciary agent, designee or bailee) and shall instead be vested in the applicable Grantor, as set forth in Section 4.6(b)(i). (iii) The Subject to Section 5.1(a)(5), each Grantor shall be entitled to collect receive and receive for its own use retain any and all cash dividends dividends, interest, principal and interest other distributions paid on or distributed in respect of the Pledged Collateral to the extent not and only to the extent that such dividends, interest, principal and other distributions are permitted by, and otherwise paid or distributed in violation accordance with, the terms and conditions of the Credit Agreement Indenture, the other than Note Documents and applicable law; provided, however, that, subject to the Agreed Security Principles, any of the following non-cash dividends, interest, principal or other distributions and payments (collectively referred to as the “Excluded Payments”): (A) dividends and interest paid or payable other than in cash in respect of any that would constitute Pledged Collateral, and instruments and other property receivedwhether resulting from a subdivision, receivable combination or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect reclassification of the outstanding Equity Interests of the issuer of any Pledged Collateral or received in connection with a partial exchange for Pledged Collateral or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of an issuer; and (C) cash paid, payable or otherwise distributed, in respect of principal ofany part thereof, or in redemption ofthereof, or in exchange for, any Pledged Collateral; provided however, that until actually paid, all rights to such distributions shall remain subject to the Liens created by this Security Agreement; and (iv) All Excluded Payments and all other distributions in respect as a result of any merger, consolidation, acquisition, reorganization, amalgamation, arrangement or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, whenever paid or made, shall be delivered to the Lender to hold as Pledged Collateral and shalland, if received by the any Grantor, shall not be received commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Lender, be segregated from the other property or funds of the Grantor, Notes Secured Parties and shall be forthwith delivered to the Lender as Pledged Notes Collateral Agent (or, prior to the discharge in full of all Domestic Priority Debt, its non-fiduciary agent, designee or bailee) in the same form as so received (with any necessary endorsementendorsement or instrument of assignment).

Exercise of Rights in Pledged Collateral. (i) Without in any way limiting the foregoing and subject to clause (ii) below, the such Grantor shall have the right to exercise all voting rights or other rights relating to the Pledged Collateral owned by it for all purposes not inconsistent with this Security Agreement, the Credit Agreement or any other Loan Document; provided however, that no vote or other right shall be exercised or action taken which would have the effect of impairing the rights of the Lender Administrative Agent in respect of the such Pledged Collateral. (ii) The Such Grantor will permit the Lender Administrative Agent or its nominee at any time after during the occurrence continuance of a an Event of Default, without notice, to exercise all voting rights or other rights relating to the Pledged CollateralCollateral owned by it, including, without limitation, exchange, subscription or any other rights, privileges, or options pertaining to any Capital Stock or Investment Property Equity Interest constituting such Pledged Collateral as if it were the absolute owner thereof. (iii) The Such Grantor shall be entitled to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Collateral owned by it to the extent not in violation of the Credit Agreement other than any of the following distributions and payments during the continuance of an Event of Default (collectively referred to as the “Excluded Payments”): (A) dividends and interest paid or payable other than in cash in respect of any such Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect of any such Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of an issuer; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any such Pledged Collateral; provided however, that until actually paid, all rights to such distributions shall remain subject to the Liens Lien created by this Security Agreement; and (iv) All Excluded Payments and all other distributions in respect of any of the Pledged CollateralCollateral owned by such Grantor, whenever paid or made, shall be delivered to the Lender Administrative Agent to hold as Pledged Collateral and shall, if received by the such Grantor, be received in trust for the benefit of the LenderAdministrative Agent, be segregated from the other property or funds of the such Grantor, and be forthwith delivered to the Lender Administrative Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

Exercise of Rights in Pledged Collateral. (i) Without in any way limiting the foregoing and subject to clause (ii) below, the such Grantor shall have the right to exercise all voting rights or other rights relating to the Pledged Collateral owned by it for all purposes not inconsistent with this Security Agreement, the Credit Loan Agreement or any other Loan Document; provided however, that no vote or other right shall be exercised or action taken which would have the effect of impairing the rights of the Lender Agent in any material respect in respect of the such Pledged Collateral. (ii) The Such Grantor will permit the Lender Agent or its nominee at any time after the occurrence and during the continuance of a an Event of Default, subject to the terms of the Closing Date Intercreditor Agreements, without notice, to exercise all voting rights or other rights relating to the Pledged CollateralCollateral owned by it, including, without limitation, exchange, subscription or any other rights, privileges, or options pertaining to any Capital Stock Equity Interest or Investment Property constituting such Pledged Collateral as if it were the absolute owner thereof. (iii) The Such Grantor shall be entitled to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Collateral owned by it to the extent not in violation of the Credit Loan Agreement other than any of the following distributions and payments (collectively referred to as the “Excluded Payments”): (A) dividends and interest paid or payable other than in cash in respect of any such Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; and (B) dividends and other distributions paid or payable in cash in respect of any such Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital during the continuance of an issuer; Event of Default and (C) cash paid, payable or otherwise distributed, in respect as a result of principal of, or in redemption of, or in exchange for, any action by the Agent to exercise remedies against the Pledged Collateral; provided however, that until actually paid, all rights to such distributions shall remain subject to the Liens Lien created by this Security Agreement; and. (iv) All Excluded Payments and all other distributions in respect of any of the Pledged CollateralCollateral owned by such Grantor, whenever paid or made, shall shall, subject to the terms of the Closing Date Intercreditor Agreements, be delivered to the Lender Agent to hold as Pledged Collateral and shall, if received by the such Grantor, be received in trust for the benefit of the LenderAgent, be segregated from the other property or funds of the such Grantor, and be forthwith delivered to the Lender Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

Exercise of Rights in Pledged Collateral. (i) Without in any way limiting the foregoing and subject to clause (ii) below, the such Grantor shall have the right to exercise all voting rights or other rights relating to the Pledged Collateral owned by it for all purposes not inconsistent with this Security Agreement, the Credit Agreement or any other Loan Document; provided however, that no vote or other right shall be exercised or action taken which would have the effect of impairing the rights of the Lender in respect of the such Pledged Collateral. (ii) The Such Grantor will permit the Lender or its nominee at any time after the occurrence of a Defaultan Event of Default and the acceleration of the Obligations by Lender, without notice, to exercise all voting rights or other rights relating to the Pledged CollateralCollateral owned by it, including, without limitation, exchange, subscription or any other rights, privileges, or options pertaining to any Capital Stock Equity Interest or Investment Property constituting such Pledged Collateral as if it were the absolute owner thereof. (iii) The Such Grantor shall be entitled to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Collateral owned by it to the extent not in violation of the Credit Agreement other than any of the following distributions and payments (collectively referred to as the “Excluded Payments”): (A) dividends and interest paid or payable other than in cash in respect of any such Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect of any such Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of an issuer; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any such Pledged Collateral; provided however, that until actually paid, all rights to such distributions shall remain subject to the Liens Lien created by this Security Agreement; and (iv) All Excluded Payments and all other distributions in respect of any of the Pledged CollateralCollateral owned by such Grantor, whenever paid or made, shall be delivered to the Lender to hold as Pledged Collateral and shall, if received by the such Grantor, be received in trust for the benefit of the Lender, be segregated from the other property or funds of the such Grantor, and be forthwith delivered to the Lender as Pledged Collateral in the same form as so received (with any necessary endorsement).

Exercise of Rights in Pledged Collateral. (i) Without in any way limiting the foregoing and subject to clause (ii) below, the such Grantor shall have the right to exercise all voting rights or other rights relating to the Pledged Collateral owned by it for all purposes not inconsistent with this Security Agreement, the Credit Agreement or any other Loan Document or any Term Facility Document; provided provided, however, that no vote or other right shall be exercised or action taken which would have the effect of materially impairing the rights of the Lender Administrative Agent in respect of such Pledged Collateral or breach the Pledged CollateralIntercreditor Agreement. (ii) The Such Grantor will permit the Lender Administrative Agent or its nominee (subject to the Intercreditor Agreement) at any time after the occurrence and during the continuance of a an Event of Default, without notice, to exercise all voting rights or other rights relating to the Pledged CollateralCollateral owned by it, including, without limitation, exchange, subscription or any other rights, privileges, or options pertaining to any Capital Stock or Investment Property constituting such Pledged Collateral as if it were the absolute owner thereof. (iii) The Such Grantor shall be entitled to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Collateral owned by it to the extent not in violation of the Credit Agreement Agreement; provided that if an Event of Default shall occur and be continuing and the Administrative Agent shall give notice of its intent to exercise such rights to the relevant Grantor or Grantors, the Administrative Agent shall have the right to receive all cash dividends, interest, payments and other than any of the following distributions and payments (collectively referred to as the “Excluded Payments”): (A) dividends and interest Proceeds paid or payable other than in cash in respect of any Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of an issuer; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral; provided however, that until actually paid, all rights to such distributions shall remain subject to the Liens created by this Security Agreement; and (iv) All Excluded Payments and all other distributions in respect of any of the Pledged Collateral, whenever paid or made, shall be delivered to the Lender to hold as Pledged Collateral and shall, if received by the Grantor, be received in trust for the benefit of the Lender, be segregated from the other property or funds of the Grantor, and be forthwith delivered to the Lender as Pledged Collateral in the same form as so received (with any necessary endorsement).

Exercise of Rights in Pledged Collateral. (i) Without in any way limiting the foregoing and subject to clause (ii) below, the such Grantor shall have the right to exercise all voting rights or other rights relating to the Pledged Collateral owned by it for all purposes not expressly inconsistent with this Security Agreement, US 4925849v.8 the Credit Agreement or any other Loan Document; provided provided, however, that no vote or other right shall be exercised or action taken which would have the effect of impairing that could be reasonably expected to materially and adversely affect the rights and remedies of the Lender Administrative Agent in respect of the such Pledged Collateral, unless otherwise permitted under the Credit Agreement. (ii) The Such Grantor will permit the Lender Administrative Agent or its nominee at any time after the occurrence and during the continuance of a an Event of Default, without noticeupon written notice by the Administrative Agent to such Grantor, to exercise all voting rights or other rights relating to the Pledged CollateralCollateral owned by it, including, without limitation, exchange, subscription or any other rights, privileges, or options pertaining to any Capital Stock Equity Interest or Investment Property constituting such Pledged Collateral as if it were the absolute owner thereof. (iii) The Such Grantor shall be entitled to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Collateral owned by it to the extent not in violation of the Credit Agreement other than any of the following distributions and payments (collectively referred to as the “Excluded Payments”): (A) dividends and interest paid or payable other than in cash in respect of any such Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect of any such Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of an issuer, except, in each case, to the extent permitted under the Credit Agreement; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any such Pledged Collateral, except, in each case, to the extent permitted under the Credit Agreement; provided provided, however, that until actually paid, all rights to such distributions shall remain subject to the Liens Lien created by this Security Agreement; and (iv) All Excluded Payments and all other distributions in respect of any of the Pledged CollateralCollateral owned by such Grantor, whenever paid or made, shall be delivered to the Lender Administrative Agent to hold as Pledged Collateral and shall, if received by the such Grantor, be received in trust for the benefit of the LenderAdministrative Agent, be segregated from the other property or funds of the such Grantor, and be forthwith delivered to the Lender Administrative Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

Exercise of Rights in Pledged Collateral. (i) Without in any way limiting the foregoing and subject to clause (ii) below, the such Grantor shall have the right to exercise all voting rights or other rights relating to the Pledged Collateral owned by it for all purposes not inconsistent with this Security Agreement, the Credit Agreement or any other Loan Document; provided however, that no vote or other right shall be exercised or action taken which would have the effect of impairing the rights of the Lender Administrative Agent, in any material respect, in respect of the such Pledged Collateral. (ii) The Such Grantor will permit the Lender Administrative Agent or its nominee at any time after the occurrence and during the continuation of a an Event of Default, without notice, to exercise all voting rights or other consensual rights relating to the Pledged CollateralCollateral owned by it, including, without limitation, exchange, subscription or any other rights, privileges, or options pertaining to any Capital Stock Equity Interest or Investment Property constituting Pledged Collateral as if it were the absolute owner thereof.; and (iii) The Such Grantor shall be entitled to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Collateral owned by it to the extent not in violation of the Credit Agreement other than any of the following distributions and payments (collectively referred to as the “Excluded Payments”): (A) dividends and interest paid or payable other than in cash in respect of any such Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect of any such Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of an issuer; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any such Pledged Collateral; provided however, that until actually paid, all rights to such distributions shall remain subject to the Liens Lien created by this Security Agreement; and (ivA) All non-cash Excluded Payments and all other non-cash distributions in respect of any of the Pledged CollateralCollateral owned by such Grantor, whenever paid or made, shall be delivered to the Lender Administrative Agent to hold as Pledged Collateral, (B) all cash Excluded Payments and all other cash distributions in respect of any of the Pledged Collateral owned by such Grantor, whenever paid or made, shall, to the extent required by the mandatory prepayment provision of the Credit Agreement be delivered to the Administrative Agent to hold and apply as provided in the Credit Agreement, and (C) all Excluded Payment shall, if received by the such Grantor, be received in trust for the benefit of the LenderAdministrative Agent, be segregated from the other property or funds of the such Grantor, and be forthwith delivered to the Lender Administrative Agent to the extent required by (iv)(A) or (B) above as Pledged Collateral in the same form as so received (with any necessary endorsement).

Exercise of Rights in Pledged Collateral. Subject, in each case, to the ABL/Bond Intercreditor Agreement: (i) Without in any way limiting the foregoing and subject to clause (ii) below, the each Grantor shall have the right to exercise all voting rights or other rights relating to the Pledged Collateral for all purposes not inconsistent with this Security Collateral Agreement, the Credit Agreement Indenture or any other Loan Notes Document; provided provided, however, that no vote or other right shall be exercised or action taken which that would reasonably be expected to have the effect of materially and adversely impairing the rights of the Lender Collateral Agent in respect of the Pledged Collateral. (ii) The Each Grantor will permit the Lender Collateral Agent (or its nominee non-fiduciary agent or designee) at any time after the occurrence and during the continuance of a an Event of Default, without noticeafter prior written notice to the applicable Grantor, to exercise all voting rights or other rights relating to Pledged Collateral, including, without limitation, exchange, subscription or any other rights, privileges, or options pertaining to any Capital Stock Equity Interest or Investment Property constituting Pledged Collateral as if it were the absolute owner thereof. (iii) The Each Grantor shall be entitled to collect receive and receive for its own use retain any and all cash dividends dividends, interest, principal and interest other distributions paid on or distributed in respect of the Pledged Collateral to the extent not and only to the extent that such dividends, interest, principal and other distributions are permitted by, and otherwise paid or distributed in violation accordance with, the terms and conditions of the Credit Agreement Indenture, the other than Notes Documents and applicable law; provided, however, that any of the following non-cash dividends, interest, principal or other distributions and payments (collectively referred to as the “Excluded Payments”): (A) dividends and interest paid or payable other than in cash in respect of any that would constitute Pledged Collateral, and instruments and other property receivedwhether resulting from a subdivision, receivable combination or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect reclassification of the outstanding Equity Interests of the issuer of any Pledged Collateral or received in connection with a partial exchange for Pledged Collateral or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of an issuer; and (C) cash paid, payable or otherwise distributed, in respect of principal ofany part thereof, or in redemption ofthereof, or in exchange for, any Pledged Collateral; provided however, that until actually paid, all rights to such distributions shall remain subject to the Liens created by this Security Agreement; and (iv) All Excluded Payments and all other distributions in respect as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, whenever paid or made, shall be delivered to the Lender to hold as Pledged Collateral and shalland, if received by the any Grantor, shall not be received commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Lender, be segregated from the other property or funds of the Grantor, Noteholder Secured Parties and shall be forthwith delivered to the Lender as Pledged Collateral Agent (or its non-fiduciary agent or designee) in the same form as so received (with any necessary endorsementendorsement or instrument of assignment).

Exercise of Rights in Pledged Collateral. (i) Without It is agreed that: without in any way limiting the foregoing and subject to clause (ii) below, the each Grantor shall have the right right, unless an Event of Default has occurred and is continuing after prior written notice to the Canadian Borrower by the Administrative Agent, to exercise all voting rights or other rights relating to the Pledged Collateral for all purposes any purpose that does not inconsistent with violate this Security Agreement, the ABL Credit Agreement or any other Loan Document; provided however, that no vote or other right shall be exercised or action taken which would have the effect of impairing the rights of the Lender in respect of the Pledged Collateral. (ii) The Grantor will permit the Lender Administrative Agent or its nominee at any time after when an Event of Default has occurred and is continuing shall have the right to exercise the rights and remedies provided under Section 5.01(a)(iv) (subject to the notice requirements set forth therein) and upon the occurrence and during the continuance of a Defaultan Event of Default after prior written notice to the Canadian Borrower, without notice, all rights of the Grantors to exercise all or refrain from exercising voting rights or other consensual rights relating to Pledged Collateral, including, without limitation, exchange, subscription or any other rights, privileges, or options pertaining as a holder with respect to any Capital Stock or Investment Property constituting Pledged Collateral as if it were the absolute owner thereof. (iii) The collateral shall cease; and subject to Section 5.01(a)(iv), each Grantor shall be entitled to collect receive and receive for its own use retain any and all cash dividends dividends, interest, principal and interest other distributions paid on or distributed in respect of the Pledged Collateral (unless, and solely to the extent not in violation of extent, otherwise provided under the ABL Credit Agreement or the other than Loan Documents); provided that any of the following non-cash dividends or other distributions and payments (collectively referred to as the “Excluded Payments”): (A) dividends and interest paid or payable other than in cash in respect of any that would constitute Pledged Collateral, and instruments and other property receivedwhether resulting from a subdivision, receivable combination or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect reclassification of the outstanding Capital Stock of the issuer of any Pledged Collateral or received in connection with a partial exchange for Pledged Collateral or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of an issuer; and (C) cash paid, payable or otherwise distributed, in respect of principal ofany part thereof, or in redemption ofthereof, or in as a result of any merger, amalgamation, consolidation, acquisition or other exchange forof assets to which such issuer may be a party or otherwise, any Pledged Collateral; provided howevershall, that until actually paid, all rights to such distributions shall remain subject to the Liens created by this Security Agreement; and (iv) All Excluded Payments extent constituting Collateral, hold in trust for the Administrative Agent and all other distributions in respect of any be and become part of the Pledged Collateral, whenever paid or madeand, if received by any Grantor, shall be delivered to the Lender Administrative Agent as and to hold as the extent required by clause (a) above. The Administrative Agent shall promptly deliver to the applicable Grantor (without recourse and without any representation or warranty) any Pledged Collateral and shall, in its possession if received by the Grantor, requested to be received in trust for the benefit of the Lender, be segregated from the other property or funds of the Grantor, and be forthwith delivered to the Lender as issuer or the holder thereof in connection with any redemption or exchange of such Pledged Collateral in not prohibited by the same form as so received ABL Credit Agreement (with any necessary endorsementunless the ABL Credit Agreement prohibits such redemption or exchange at such time). [Reserved.]

Exercise of Rights in Pledged Collateral. (i) Without in any way limiting the foregoing and subject to clause (ii) below, the such Grantor shall have the right to exercise all voting rights or other rights relating to the Pledged Collateral owned by it for all purposes not inconsistent with this Security Agreement, the Credit Agreement or any other Loan Document; provided provided, however, that no vote each Grantor agrees that it shall not exercise any such right for any purpose prohibited by the terms of, or other right shall be exercised or action taken which would have if the effect of impairing result thereof could materially and adversely affect the rights of the Lender in respect inuring to a holder of the Pledged CollateralCollateral or the rights and remedies of any of the Secured Parties under, this Agreement or the Credit Agreement or any other Loan Document or the ability of the Secured Parties to exercise the same. (ii) The Such Grantor will will, to the extent legally permissible, permit the Lender Collateral Agent or its nominee at any time after the occurrence and during the continuation of a an Event of Default, without notice, to exercise all voting rights or other rights relating to the Pledged CollateralCollateral owned by it, including, without limitation, exchange, subscription or any other rights, privileges, or options pertaining to any Capital Stock Equity Interests or Investment Property constituting such Pledged Collateral as if it were the absolute owner thereof. (iii) The Unless an Event of Default shall have occurred and be continuing, such Grantor shall be entitled to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Collateral owned by it to the extent not in violation of the Credit Agreement Agreement. If an Event of Default shall occur and be continuing and the Collateral Agent shall give notice of its intent to exercise such rights to the relevant Grantor or Grantors, the Collateral Agent shall have the right to receive all such cash dividends, interest, payments and other than any of the following distributions and payments (collectively referred to as the “Excluded Payments”): (A) dividends and interest Proceeds paid or payable other than in cash in respect of any Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of an issuer; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral; provided however, that until actually paid, all rights to such distributions shall remain subject to the Liens created by this Security Agreement; and (iv) All Excluded Payments and all other distributions in respect of any of the Pledged Collateral, whenever paid or made, shall be delivered to the Lender to hold as Pledged Collateral and shall, if received by the Grantor, be received in trust for the benefit of the Lender, be segregated from the other property or funds of the Grantor, and be forthwith delivered to the Lender as Pledged Collateral in the same form as so received (with any necessary endorsement).

Exercise of Rights in Pledged Collateral. (i) Without in any way limiting the foregoing and subject to clause (ii) below, the such Grantor shall have the right to exercise all voting rights or other rights relating to the Pledged Collateral owned by it for all purposes not inconsistent with this Security Agreement, the Credit Agreement or any other Loan Document; provided however, that no vote or other right shall be exercised or action taken which would have the effect of impairing the rights of the Lender Administrative Agent in respect of the such Pledged Collateral. (ii) The Such Grantor will permit the Lender Administrative Agent or its nominee at any time after the occurrence and during the continuance of a an Event of Default, without notice, to exercise all voting rights or other rights relating to the Pledged CollateralCollateral owned by it, including, without limitation, exchange, subscription or any other rights, privileges, or options pertaining to any Capital Stock or Pledged Investment Property constituting Pledged Collateral as if it were the absolute owner thereof. (iii) The Such Grantor shall be entitled to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Collateral Investment Property owned by it to the extent not in violation of the Credit Agreement other than any of the following distributions and payments (collectively referred to as the “Excluded Payments”): (A) dividends and interest paid or payable other than in cash in respect of any such Pledged CollateralEquity Interests, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect of any such Pledged Collateral Equity Interests in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of an issuer; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any such Pledged CollateralEquity Interests; provided however, that until actually paid, all rights to such distributions shall remain subject to the Liens Lien created by this Security Agreement; and (iv) All Excluded Payments and all other distributions in respect of any of the Pledged CollateralPayments, whenever paid or made, shall be delivered to the Lender Administrative Agent to hold as Pledged Collateral and shall, if received by the such Grantor, be received in trust for the benefit of the LenderAdministrative Agent, be segregated from the other property or funds of the such Grantor, and be forthwith delivered to the Lender Administrative Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

Exercise of Rights in Pledged Collateral. (i) Without in any way limiting the foregoing and subject to clause (iiC) below, the Grantor : A. Pledgor shall have the right to exercise all voting rights or other rights relating to the Pledged Collateral for all purposes not inconsistent with this Security Pledge Agreement, the Credit Loan Agreement or any other Loan Document; provided however, that no vote or other right shall be exercised or action taken which would have the effect of impairing the rights of the Lender Secured Party in respect of the Pledged Collateral. (ii) The Grantor B. Pledgor will permit the Lender Secured Party or its nominee at any time after the occurrence of a an Default, without notice, to exercise all voting rights or other rights relating to Pledged Collateral, including, without limitation, exchange, subscription or any other rights, privileges, or options pertaining to any Capital Stock or Investment Property constituting Pledged Collateral as if it were the absolute owner thereof. (iii) The Grantor C. Pledgor shall be entitled to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Collateral to the extent not in violation of the Credit Loan Agreement other than any of the following distributions and payments (collectively referred to as the “Excluded Payments”): (Ai) dividends and interest paid or payable other than in cash in respect of any Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (Bii) dividends and other distributions paid or payable in cash in respect of any Pledged Collateral during the continuance of a Default or at any time in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of an issuer; and (Ciii) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral; provided however, that until actually paid, all rights to such distributions shall remain subject to the Liens Lien created by this Security Pledge Agreement; and. (iv) D. All Excluded Payments and all other distributions in respect of any of the Pledged Collateral, whenever paid or made, shall be delivered to the Lender to hold as Pledged Collateral Secured Party and shall, if received by the GrantorPledgor, be received in trust for the benefit of the LenderSecured Party, be segregated from the other property or funds of the GrantorPledgor, and be forthwith delivered to the Lender Secured Party as Pledged Collateral in the same form as so received (with any necessary endorsement).

Exercise of Rights in Pledged Collateral. Subject, in each case, to the Intercreditor Agreement, (i) Without in any way limiting the foregoing and subject to clause (ii) below, the each Grantor shall have the right to exercise all voting rights or other rights relating to the Pledged Collateral for all purposes not inconsistent with this Security Agreement, the Credit Agreement or any other Loan Document; provided however, that no vote or other right shall be exercised or action taken which would reasonably be expected to have the effect of materially and adversely impairing the rights of the Lender Agent in respect of the Pledged Collateral. (ii) The Each Grantor will permit the Lender Agent or its nominee at any time after the occurrence and during the continuance of a an Event of Default, without notice, to exercise all voting rights or other rights relating to Pledged Collateral, including, without limitation, exchange, subscription or any other rights, privileges, or options pertaining to any Capital Stock Equity Interest or Investment Property constituting Pledged Collateral as if it were the absolute owner thereof. (iii) The Each Grantor shall be entitled to collect receive and receive for its own use retain any and all cash dividends dividends, interest, principal and interest other distributions paid on or distributed in respect of the Pledged Collateral to the extent not and only to the extent that such dividends, interest, principal and other distributions are permitted by, and otherwise paid or distributed in violation accordance with, the terms and conditions of the Credit Agreement Agreement, the other than Loan Documents and applicable law; provided, however, that any of the following non-cash dividends, interest, principal or other distributions and payments (collectively referred to as the “Excluded Payments”): (A) dividends and interest paid or payable other than in cash in respect of any that would constitute Pledged Collateral, and instruments and other property receivedwhether resulting from a subdivision, receivable combination or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect reclassification of the outstanding Equity Interests of the issuer of any Pledged Collateral or received in connection with a partial exchange for Pledged Collateral or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of an issuer; and (C) cash paid, payable or otherwise distributed, in respect of principal ofany part thereof, or in redemption ofthereof, or in exchange for, any Pledged Collateral; provided however, that until actually paid, all rights to such distributions shall remain subject to the Liens created by this Security Agreement; and (iv) All Excluded Payments and all other distributions in respect as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, whenever paid or made, shall be delivered to the Lender to hold as Pledged Collateral and shalland, if received by the any Grantor, shall not be received commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the ratable benefit of the Lender, be segregated from the other property or funds of the Grantor, Secured Parties and shall be forthwith delivered to the Lender as Pledged Collateral Agent in the same form as so received (with any necessary endorsementendorsement or instrument of assignment). The proviso to the first sentence of this clause (iii) shall not apply to dividends between or among the Borrower and the other Loan Parties only of property subject to a perfected security interest under this Security Agreement; provided that the Borrower notifies the Agent in writing, specifically referring to this Section 4.6, at the time of such dividend and takes any actions the Agent reasonably specifies to ensure the continuance of its perfected security interest in such property under this Security Agreement.

Exercise of Rights in Pledged Collateral. It is agreed that: (i) Without without in any way limiting the foregoing and subject to clause (ii) below, the each Grantor shall have the right right, unless an Event of Default has occurred and is continuing after prior written notice to the Borrower by the Collateral Agent, to exercise all voting rights or other rights relating to the Pledged Collateral for all purposes any purpose that does not inconsistent with violate this Security Agreement, the Credit Agreement or any other Loan Note Document; provided however, that no vote ; (ii) the Collateral Agent or other right its nominee at any time when an Event of Default has occurred and is continuing shall be exercised or action taken which would have the effect right to exercise the rights and remedies provided under Section 5.01(a)(iv) (subject to the notice requirements set forth therein) and upon the occurrence and during the continuance of impairing an Event of Default after prior written notice to the Borrower, all rights of the Lender Grantors to exercise or refrain from exercising voting or other consensual rights as a holder with respect to any Pledged Collateral shall cease; and (iii) subject to Section 5.01(a)(iv), each Grantor shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Collateral. (ii) The Grantor will permit the Lender or its nominee at ; provided that any time after the occurrence of a Default, without notice, to exercise all voting rights non-cash dividends or other rights relating to distributions that would constitute Pledged Collateral, includingwhether resulting from a subdivision, without limitation, exchange, subscription combination or any other rights, privileges, or options pertaining to any reclassification of the outstanding Capital Stock or Investment Property constituting Pledged Collateral as if it were the absolute owner thereof. (iii) The Grantor shall be entitled to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Collateral to the extent not in violation of the Credit Agreement other than any of the following distributions and payments (collectively referred to as the “Excluded Payments”): (A) dividends and interest paid or payable other than in cash in respect of any Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect issuer of any Pledged Collateral or received in connection with a partial exchange for Pledged Collateral or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of an issuer; and (C) cash paid, payable or otherwise distributed, in respect of principal ofany part thereof, or in redemption ofthereof, or in as a result of any merger, consolidation, acquisition or other exchange forof assets to which such issuer may be a party or otherwise, any Pledged Collateral; provided howevershall, that until actually paid, all rights to such distributions shall remain subject to the Liens created by this Security Agreement; and (iv) All Excluded Payments extent constituting Collateral, hold in trust for the Collateral Agent and all other distributions in respect of any be and become part of the Pledged Collateral, whenever paid or madeand, if received by any Grantor, shall be delivered to the Lender Collateral Agent as and to hold as the extent required by clause (a) above. The Collateral Agent shall promptly deliver to the applicable Grantor (without recourse and without any representation or warranty) any Pledged Collateral and shall, in its possession if received by the Grantor, requested to be received in trust for the benefit of the Lender, be segregated from the other property or funds of the Grantor, and be forthwith delivered to the Lender as issuer or the holder thereof in connection with any redemption or exchange of such Pledged Collateral in not prohibited by the same form as so received (with Purchase Agreement or any necessary endorsement)other Note Document.

Exercise of Rights in Pledged Collateral. (i) Without in any way limiting the foregoing and subject to clause (ii) below, the each Grantor shall have has the right to exercise all voting rights or other rights relating to the Pledged Collateral for all purposes not inconsistent in conflict with this Security Agreementthe Loan Documents. Subject to clause (ii) below, the Credit Agreement Collateral Agent will promptly execute and deliver to each Grantor, or any cause to be executed and delivered to such Grantor, all such proxies, powers of attorney and other Loan Document; provided however, that no vote instruments as such Grantor may reasonably request in writing for the purpose of enabling such Grantor to exercise such voting or other right shall be exercised or action taken which would have rights, in each case as specified in such request and in form and substance reasonably satisfactory to the effect of impairing the rights of the Lender in respect of the Pledged CollateralCollateral Agent and such Grantor. (ii) The Each Grantor will permit the Lender Collateral Agent (or its nominee non-fiduciary agent or designee) at any time after the occurrence and during the continuance of a an Event of Default, without notice, and after prior written notice to the applicable Grantor to exercise all voting rights or other rights relating to Pledged Collateral, including, without limitation, including exchange, subscription or any other rights, privileges, or options pertaining to any Capital Stock Equity Interest or Investment Property constituting Pledged Collateral as if it were the absolute owner thereof; provided that, unless otherwise directed by the Majority Lenders, the Collateral Agent will have the right at any time after the occurrence and during the continuance of an Event of Default to permit the Grantors to exercise such rights; provided, further that the exercise of rights and remedies with respect to Pledged Collateral is and will remain limited by and subject to the requirements of any and all applicable requirements of law. (iii) The Unless an Event of Default has occurred and is continuing and such Grantor shall be have received written notice from the Collateral Agent or the Administrative Agents pursuant to Section 4.3(b)(iv), each Grantor is entitled to collect receive and receive for its own use retain any and all cash dividends dividends, interest, principal and interest other distributions paid on or distributed in respect of the Pledged Collateral to the extent not in violation of and only to the Credit Agreement other than any of the following distributions and payments (collectively referred to as the “Excluded Payments”): (A) dividends and interest paid or payable other than in cash in respect of any Pledged Collateralextent that such dividends, and instruments and other property receivedinterest, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends principal and other distributions are permitted by, and otherwise paid or payable distributed in accordance with, the terms and conditions of the Loan Documents and applicable law; provided, however, that any non-cash in respect dividends, interest, principal or other distributions that would constitute Certificated Pledged Equity Interests or Pledged Instruments, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of the issuer of any Certificated Pledged Collateral Equity Interests or received in connection with a partial exchange for Certificated Pledged Equity Interests or total liquidation Pledged Instruments or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of an issuer; and (C) cash paid, payable or otherwise distributed, in respect of principal ofany part thereof, or in redemption ofthereof, or in exchange for, any Pledged Collateral; provided however, that until actually paid, all rights to such distributions shall remain subject to the Liens created by this Security Agreement; and (iv) All Excluded Payments and all other distributions in respect as a result of any merger, consolidation, acquisition or other exchange of the Pledged Collateral, whenever paid assets to which such issuer may be a party or madeotherwise, shall be delivered to and become part of the Lender to hold as Pledged Collateral and shall, if received by to the Grantorextent constituting Certificated Pledged Equity Interests or Pledged Instruments, be received in trust for the benefit of the Lender, be segregated from the other property or funds of the Grantor, and be forthwith promptly delivered to the Lender as Pledged Collateral Agent (or its non-fiduciary agent or designee) in the same form as so received (with any necessary endorsementendorsement or instrument of assignment). So long as no Event of Default has occurred and is continuing, the Collateral Agent shall promptly deliver to each Grantor (at the expense of such Grantor) any Certificated Pledged Equity Interests or Pledged Instruments in its possession if requested to be delivered to the issuer thereof in connection with any exchange, redemption or sale of such Certificated Pledged Equity Interests or Pledged Instruments permitted pursuant to the terms of the Credit Agreement. (iv) Upon the occurrence and during the continuance of an Event of Default and written notice from the Collateral Agent or the Administrative Agents to such Grantor, all dividends, interest, principal and other distributions paid on or distributed in respect of Pledged Collateral shall be paid or distributed to the Collateral Agent and any such dividends, interest, principal or other distributions received by the applicable Grantor shall be received by such Grantor as the agent of the Collateral Agent for the benefit of the Secured Parties, and held by such Grantor in trust for the Collateral Agent for the benefit of the Secured Parties and delivered forthwith by such Grantor to the Collateral Agent in the exact form received (with any necessary endorsement or instrument of assignment). (v) Each Grantor which is an issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Pledged Equity Interests issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Collateral Agent promptly in writing of the occurrence of any of the events described in the proviso to Section 4.3(b)(iii) with respect to the Pledged Equity Interests issued by it and (iii) the terms of Section 4.3(b)(vi) shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 4.3(b)(vi) with respect to the Pledged Equity Interests issued by it. Each Grantor which is either an issuer or an owner of any Pledged Equity Interests hereby consents to the grant by each other Grantor of the security interest hereunder in such Pledged Equity Interests in favor of the Collateral Agent and to the transfer of any Pledged Equity Interests to the Collateral Agent or its nominee following an Event of Default and to the substitution of the Collateral Agent or its nominee as a partner, member or shareholder or other equity holder of the issuer of the related Pledged Equity Interest. (vi) Each Grantor hereby authorizes and instructs each issuer of any Pledged Debt or Pledged Equity Interests pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Administrative Agents in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) to the extent required by Section 4.3(b)(iv), pay any dividends or other payments with respect to the Pledged Debt or Pledged Equity Interests directly to the Collateral Agent.

Exercise of Rights in Pledged Collateral. (i) Without in any way limiting the foregoing and subject to clause (ii) below, the such Grantor shall have the right to exercise all voting rights or other rights relating to the Pledged Collateral owned by it for all purposes not inconsistent with this Security Agreement, the Credit Agreement Indenture or any other Loan Collateral Document; provided provided, however, that no vote or other right shall be exercised or action taken which would have the direct effect of materially impairing the rights of the Lender Collateral Agent in respect of the such Pledged Collateral. (ii) The Such Grantor will permit the Lender Collateral Agent or its nominee at any time after the occurrence and during the continuance of a an Event of Default, without upon 10 days’ prior notice, to exercise all voting rights or other rights relating to the Pledged CollateralCollateral owned by it, including, without limitation, exchange, subscription or any other rights, privileges, or options pertaining to any Capital Stock Equity Interest or Investment Property constituting such Pledged Collateral as if it were the absolute owner thereof. (iii) The Such Grantor shall be entitled to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Collateral owned by it to the extent not in violation of the Credit Agreement Indenture other than any of the following distributions and payments (collectively referred to as the “Excluded Payments”): (A) dividends and interest paid or payable other than in cash in respect of any such Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; Collateral (B) dividends and other distributions paid or payable in cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of an issuer; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateralcollectively referred to as the “Excluded Payments”); provided however, that until actually paid, all rights to such distributions shall remain subject to the Liens Lien created by this Security Agreement; and; (iv) All Excluded Payments and all other distributions in respect of any of the Pledged CollateralCollateral owned by such Grantor, whenever paid or made, shall be delivered to the Lender Collateral Agent to hold as Pledged Collateral and shall, if received by the such Grantor, be received in trust for the benefit of the LenderCollateral Agent, be segregated from the other property or funds of the such Grantor, and be forthwith promptly delivered to the Lender Collateral Agent as Pledged Collateral Collateral, in the same form as so received (with any necessary endorsement). (v) Such Grantor hereby authorizes and instructs each issuer of any Investment Property pledged by such Grantor hereunder to, and each Grantor that is an issuer of Investment Property pledged by another Grantor agrees and consents to, (i) comply with any instruction received by it from the Collateral Agent in writing (and any other issuer from time to time hereby agrees to comply with such instruction) that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Security Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Investment Property directly to the Collateral Agent.

Exercise of Rights in Pledged Collateral. (i) Without in any way limiting the foregoing and subject to clause (ii) below, the such Grantor shall have the right to exercise all voting rights or other rights relating to the Pledged Collateral 203367025 v9 owned by it for all purposes not inconsistent with this Security Agreement, the Credit Agreement or any other Loan DocumentDocuments; provided however, that no vote or other right shall be exercised or action taken which would have the effect of impairing in any material respect the rights of the Lender Collateral Agent in respect of the such Pledged Collateral (or any other Collateral) or which could reasonably be expected to have a Material Adverse Effect. (ii) The Such Grantor will permit the Lender Collateral Agent or its nominee at any time after the occurrence and during the continuance of a an Event of Default, without with notice, to exercise all voting rights or other rights relating to the Pledged CollateralCollateral owned by it, including, without limitation, exchange, subscription or any other rights, privileges, or options pertaining to any Capital Stock Equity Interest or Investment Property constituting such Pledged Collateral as if it were the absolute owner thereof. (iii) The So long as no Event of Default shall have occurred and be continuing, such Grantor shall be entitled to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Collateral owned by it to the extent not in violation of the Credit Agreement other than any of the following distributions and payments payments, except to the extent permitted by the Credit Agreement (collectively referred to as the “Excluded Payments”): (A) dividends and interest paid or payable other than in cash in respect of any such Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect of any such Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of an issuer; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any such Pledged Collateral; provided however, that until actually paid, all rights to such distributions shall remain subject to the Liens Lien created by this Security Agreement; and (iv) All Except to the extent permitted by the Credit Agreement, all Excluded Payments and all other distributions in respect of any of the Pledged CollateralCollateral owned by such Grantor, whenever paid or made, shall be delivered to the Lender Collateral Agent to hold as Pledged Collateral and shall, if received by the such Grantor, be received in trust for the benefit of the LenderCollateral Agent, be segregated from the other property or funds of the such Grantor, and be forthwith delivered to the Lender Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement)) in each case, to the extent that the Collateral Agent requires the Pledged Collateral to be delivered to it hereunder.

Exercise of Rights in Pledged Collateral. (i) Without in any way limiting the foregoing and subject to clause (ii) below, the such Grantor shall have the right to exercise all voting rights or other rights relating to the Pledged Collateral owned by it for all purposes not inconsistent with this Security Agreement, the Credit Agreement or any other Loan Document; provided however, that no vote or other right shall be exercised or action taken which would have the effect of impairing the rights of the Lender Administrative Agent in respect of the such Pledged Collateral. (ii) The Such Grantor will permit the Lender Administrative Agent or its nominee at any time after during the occurrence and continuation of a an Event of Default, without notice, to exercise or refrain from exercising any and all voting and other consensual rights or other rights relating to the Pledged CollateralCollateral owned by it, including, without limitation, exchange, subscription or any other rights, privileges, or options pertaining to any Capital Stock Equity Interest or Investment Property constituting Pledged Collateral and to receive all dividends and interest in respect of such Pledged Collateral as if it were the absolute owner thereof. (iii) The Such Grantor shall shall, at any time other than during the existence and continuation of an Event of Default, be entitled to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Collateral owned by it to the extent not in violation of the Credit Agreement other than any of the following distributions and payments (collectively referred to as the “Excluded Payments”): (A) dividends and interest paid or payable other than in cash in respect of any such Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect of any such Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of an issuer; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any such Pledged Collateral; provided however, that until actually paid, all rights to such distributions shall remain subject to the Liens Lien created by this Security Agreement; and (iv) All Excluded Payments and all other distributions in respect of any of the Pledged CollateralCollateral owned by such Grantor, whenever paid or made, shall be delivered to the Lender Administrative Agent to hold as Pledged Collateral and shall, if received by the such Grantor, be received in trust for the benefit of the LenderAdministrative Agent, be segregated from the other property or funds of the such Grantor, and be forthwith delivered to the Lender Administrative Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

Exercise of Rights in Pledged Collateral. (i) Without in any way limiting the foregoing and subject to clause (ii) below, the each Grantor shall have the right to exercise all voting rights or other rights relating to the Pledged Collateral for all purposes not inconsistent with this Security Agreement, the Credit Agreement or any other Loan Document; provided however, that no vote or other right shall be exercised or action taken which would have the effect of impairing the rights of the Lender Agent in respect of the Pledged Collateral. (ii) The Each Grantor will permit the Lender Agent or its nominee at any time after the occurrence of a Default, without notice, to exercise all voting rights or other rights relating to Pledged Collateral, including, without limitation, exchange, subscription or any other rights, privileges, or options pertaining to any Capital Stock or Investment Property constituting Pledged Collateral as if it were the absolute owner thereof. (iii) The Each Grantor shall be entitled to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Collateral to the extent not in violation of the Credit Agreement other than any of the following distributions and payments (collectively referred to as the “Excluded Payments”): (A) dividends and interest paid or payable other than in cash in respect of any Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect of any Pledged Collateral during the continuance of a Default or at any time in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of an issuer; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral; provided however, that until actually paid, all rights to such distributions shall remain subject to the Liens Lien created by this Security Agreement; and (iv) All Excluded Payments and all other distributions in respect of any of the Pledged Collateral, whenever paid or made, shall be delivered to the Lender Agent to hold as Pledged Collateral and shall, if received by the any Grantor, be received in trust for the benefit of the LenderAgent, be segregated from the other property or funds of the such Grantor, and be forthwith delivered to the Lender Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

Exercise of Rights in Pledged Collateral. (i) Without in any way limiting the foregoing and subject to clause (ii) below, the such Grantor shall have the right to exercise all voting rights or other rights relating to the Pledged Collateral owned by it for all purposes not inconsistent with in violation of this Security Agreement, the Credit Indenture, the Intercreditor Agreement or any other Loan Document; provided however, that no vote or other right shall be exercised or action taken which would have for the effect purpose of impairing the enforcement rights of the Lender Noteholder Collateral Agent in respect of the such Pledged CollateralCollateral except as may be incidental to actions otherwise permitted under such documents. (ii) The Such Grantor will permit the Lender Noteholder Collateral Agent or its nominee at any time after the occurrence and during the continuance of a an Event of Default, without and with prior notice, to exercise all voting rights or other rights relating to the Pledged CollateralCollateral owned by it, including, without limitation, exchange, subscription or any other rights, privileges, or options pertaining to any Capital Stock Equity Interest or Investment Property constituting such Pledged Collateral as if it were the absolute owner thereof. (iii) The Such Grantor shall be entitled to collect and receive for its own use all cash dividends dividends, distributions and interest paid in respect of the Pledged Collateral owned by it to the extent not in violation of the Credit Agreement Indenture other than than, upon the occurrence and during the continuance of an Event of Default, any of the following distributions and payments (collectively referred to as the “Excluded Payments”): (A) dividends and interest paid or payable other than in cash in respect of any such Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect of any such Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of an issuer; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any such Pledged Collateral; provided however, that until actually paid, all rights to such distributions shall remain subject to the Liens Lien created by this Security Agreement; and (iv) All Excluded Payments and all other distributions in respect of any of the Pledged CollateralCollateral owned by such Grantor, whenever paid or made, shall shall, subject to the terms, conditions and provisions of the Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default, be delivered to the Lender Noteholder Collateral Agent to hold as Pledged Collateral and shall, if received by the such Grantor, be received in trust for the benefit of the LenderNoteholder Collateral Agent, be segregated from the other property or funds of the such Grantor, and, subject to the terms, conditions and provisions of the Intercreditor Agreement, be forthwith delivered to the Lender Noteholder Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement). (v) After the Noteholder Collateral Agent acknowledges that all Events of Default have been cured or waived in accordance with the provisions of the Indenture, and so long as the Secured Obligations shall not have been accelerated, each Grantor shall have the right to exercise the voting and other consensual rights and powers that it would have otherwise been entitled to pursuant to this Section 4.6, and receive dividends and other distributions it would have been authorized to receive pursuant to this Section 4.6. After the Noteholder Collateral Agent acknowledges that all Events of Default have been cured or waived in accordance with the provisions of the Indenture, any dividend or distribution paid to the Noteholder Collateral Agent shall upon the request of the Grantors (except to the extent theretofore applied to the Secured Obligations) promptly be returned to the Grantors.

Exercise of Rights in Pledged Collateral. (i) Without in any way limiting the foregoing and subject to clause (ii) below, the such Grantor shall have the right to exercise all voting rights or other rights relating to the Pledged Collateral owned by it for all purposes not inconsistent with this Security Agreement, the Credit Agreement or any other Loan Document; provided provided, however, that no vote each Grantor agrees that it shall not exercise any such right for any purpose prohibited by the terms of, or other right shall be exercised or action taken which would have if the effect of impairing result thereof could materially and adversely affect the rights of the Lender in respect inuring to a holder of the Pledged CollateralCollateral or the rights and remedies of any of the Secured Parties under, this Agreement or the Credit Agreement or any other Loan Document or the ability of the Secured Parties to exercise the same. (ii) The Such Grantor will permit the Lender Agent or its nominee at any time after the occurrence and during the continuation of a an Event of Default, without notice, to exercise all voting rights or other rights relating to the Pledged CollateralCollateral owned by it, including, without limitation, exchange, subscription or any other rights, privileges, or options pertaining to any Capital Stock Equity Interests or Investment Property constituting such Pledged Collateral as if it were the absolute owner thereof. (iii) The Unless an Event of Default shall have occurred and be continuing, such Grantor shall be entitled to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Collateral owned by it to the extent not in violation of the Credit Agreement Agreement. If an Event of Default shall occur and be continuing and the Agent shall give notice of its intent to exercise such rights to the relevant Grantor or Grantors, the Agent shall have the right to receive all such cash dividends, interest, payments and other than any of the following distributions and payments (collectively referred to as the “Excluded Payments”): (A) dividends and interest Proceeds paid or payable other than in cash in respect of any Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of an issuer; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral; provided however, that until actually paid, all rights to such distributions shall remain subject to the Liens created by this Security Agreement; and (iv) All Excluded Payments and all other distributions in respect of any of the Pledged Collateral, whenever paid or made, shall be delivered to the Lender to hold as Pledged Collateral and shall, if received by the Grantor, be received in trust for the benefit of the Lender, be segregated from the other property or funds of the Grantor, and be forthwith delivered to the Lender as Pledged Collateral in the same form as so received (with any necessary endorsement).

Exercise of Rights in Pledged Collateral. (i) Without in any way limiting the foregoing and subject to clause (ii) below, the each Grantor shall have the right to exercise all voting rights or other rights relating to the Pledged Collateral for all purposes not inconsistent with this Security Agreement, the Credit Agreement or any of the other Loan DocumentDocuments; provided however, that no vote or other right shall be exercised or action taken which would have the effect of impairing the rights of the Lender Administrative Agent in respect of the Pledged Collateral. (ii) The Each Grantor will permit the Lender Administrative Agent or its nominee at any time after the occurrence of a an Event of Default, without notice, to exercise all voting rights or other rights relating to Pledged Collateral, including, without limitation, exchange, subscription or any other rights, privileges, or options pertaining to any Capital Stock Equity Interest or Investment Property constituting Pledged Collateral as if it were the absolute owner thereof. (iii) The Prior to an Event of Default, each Grantor shall be entitled to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Collateral to the extent not in violation of the Credit Agreement other than any of the following distributions and payments (collectively referred to as the “Excluded Payments”): (A) dividends and interest paid or payable other than in cash in respect of any Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of an issuer; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral; provided howeverthat, that until actually paid, all rights to such distributions shall remain subject to the Liens Lien created by this Security Agreement; and (iv) All Excluded Payments whenever paid or made and, during the continuation of any Event of Default, and all other distributions in respect of any of the Pledged Collateral, whenever paid or made, shall be delivered to the Lender Administrative Agent to hold as Pledged Collateral and shall, if received by the any Grantor, be received in trust for the benefit of the LenderAdministrative Agent, be segregated from the other property or funds of the such Grantor, and be forthwith delivered to the Lender Administrative Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

Exercise of Rights in Pledged Collateral. (i) Without in any way limiting the foregoing and subject to clause (ii) below, the such Grantor shall have the right to exercise all voting rights or other rights relating to the Pledged Collateral for all purposes not inconsistent with this Security Agreement, the Credit Agreement or any other Loan Document; provided provided, however, that no vote or other right shall be exercised or action taken which would have the effect of impairing the rights of the Lender Administrative Agent hereunder in respect of the Pledged CollateralCollateral (except for actions (and votes in respect thereof) that are expressly permitted by the Credit Agreement). (ii) The Such Grantor will permit the Lender Administrative Agent or its nominee at any time after the occurrence and during the continuation of a an Event of Default, without notice, to 10 WEIL:\98740446\6\35899.0596 exercise all voting rights or other rights relating to Pledged Collateral, including, without limitation, exchange, subscription or any other rights, privileges, or options pertaining to any Capital Stock Equity Interest or Investment Property constituting Pledged Collateral as if it were the absolute owner thereof. (iii) The To the extent not in violation of the Credit Agreement, such Grantor shall be entitled to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Collateral to the extent not in violation of the Credit Agreement other than any of the following distributions and payments (collectively referred to as the “Excluded Payments”): (A) dividends and interest paid or payable other than in cash in respect of any Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of an issuer; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral; provided however, that until actually paid, all rights to such distributions shall remain subject to the Liens created by this Security Agreement; and (iv) All Excluded Payments and all other distributions in respect of any of the Pledged CollateralCollateral which are not permitted under the Credit Agreement, whenever paid or made, shall be delivered to the Lender Administrative Agent to hold as Pledged Collateral and shall, if received by the such Grantor, be received in trust for the benefit of the LenderAdministrative Agent, be segregated from the other property or funds of the such Grantor, and be forthwith delivered to the Lender Administrative Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

Exercise of Rights in Pledged Collateral. Subject, in each case, to the Intercreditor Agreement, (i) Without in any way limiting the foregoing and subject to clause (ii) below, the each Grantor shall have the right to exercise all voting rights or other rights relating to the Pledged Collateral for all purposes not inconsistent with this Security Agreement, the Credit Agreement or any other Loan Document; provided provided, however, that no vote or other right shall be exercised or action taken which would reasonably be expected to have the effect of materially and adversely impairing the rights of the Lender Agent in respect of the Pledged Collateral. (ii) The Each Grantor will permit the Lender Agent (or its nominee non-fiduciary agent or designee) at any time after the occurrence and during the continuance of a an Event of Default, without written notice, to exercise all voting rights or other rights relating to Pledged Collateral, including, without limitation, exchange, subscription or any other rights, privileges, or options pertaining to any Capital Stock Equity Interest or Investment Property constituting Pledged Collateral as if it were the absolute owner thereof. (iii) The Each Grantor shall be entitled to collect receive and receive for its own use retain any and all cash dividends dividends, interest, principal and interest other distributions paid on or distributed in respect of the Pledged Collateral to the extent not and only to the extent that such dividends, interest, principal and other distributions are permitted by, and otherwise paid or distributed in violation accordance with, the terms and conditions of the Credit Agreement Agreement, the other than Loan Documents and applicable law; provided, however, that any of the following non-cash dividends, interest, principal or other distributions and payments (collectively referred to as the “Excluded Payments”): (A) dividends and interest paid or payable other than in cash in respect of any that would constitute Pledged Collateral, and instruments and other property receivedwhether resulting from a subdivision, receivable combination or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect reclassification of the outstanding Equity Interests of the issuer of any Pledged Collateral or received in connection with a partial exchange for Pledged Collateral or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of an issuer; and (C) cash paid, payable or otherwise distributed, in respect of principal ofany part thereof, or in redemption ofthereof, or in exchange for, any Pledged Collateral; provided however, that until actually paid, all rights to such distributions shall remain subject to the Liens created by this Security Agreement; and (iv) All Excluded Payments and all other distributions in respect as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, whenever paid or made, shall be delivered to the Lender to hold as Pledged Collateral and shalland, if received by the any Grantor, shall not be received commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Lender, be segregated from the other property or funds of the Grantor, Secured Parties and shall be forthwith delivered to the Lender as Pledged Collateral Agent (or its non-fiduciary agent or designee) in the same form as so received (with any necessary endorsementendorsement or instrument of assignment).. The proviso to the first sentence of this clause (iii) shall not apply to dividends between or among the Company and the other Loan Parties only of property subject to a perfected security interest under this Security Agreement; provided that the Company notifies the Agent in writing, specifically referring to this Section 4.6, at the time of such dividend and takes any actions the Agent reasonably specifies to ensure the continuance of its perfected security interest in such property under this Security Agreement

Exercise of Rights in Pledged Collateral. Subject, in each case, to the applicable Intercreditor Agreement, (i) Without without in any way limiting the foregoing and subject to clause (ii‎(ii) below, the each Grantor shall have the right to exercise all voting rights or other rights relating to the Pledged Collateral for all purposes not inconsistent with this Security Agreement, the Credit Agreement Indenture or any other Loan Note Document; provided however, that no vote or other right shall be exercised or action taken which would have the effect of impairing the rights of the Lender in respect of the Pledged Collateral.; (ii) The each Grantor will permit the Lender Collateral Trustee or its nominee at any time after the occurrence and during the continuance of a Default, without noticean Event of Default and upon three Business Days’ prior written notice from the Collateral Trustee to the Grantors stating its intent to exercise remedies under this Section 4.03(d)(ii), to exercise all voting rights or other rights relating to Pledged Collateral, including, without limitation, exchange, subscription or any other rights, privileges, or options pertaining to any Capital Stock or Investment Property constituting Pledged Collateral as if it were the absolute owner thereof., in each case in accordance with the terms of the Indenture, the other Note Documents and applicable law; and (iii) The each Grantor shall be entitled to collect receive and receive for its own use retain any and all cash dividends dividends, interest, principal and interest other distributions paid on or distributed in respect of the Pledged Collateral to the extent not in violation of the Credit Agreement Collateral; provided that any non-cash dividends or other than any of the following distributions and payments (collectively referred to as the “Excluded Payments”): (A) dividends and interest paid or payable other than in cash in respect of any that would constitute Pledged Collateral, and instruments and other property receivedwhether resulting from a subdivision, receivable combination or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect reclassification of the outstanding Capital Stock of the issuer of any Pledged Collateral or received in connection with a partial exchange for Pledged Collateral or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of an issuer; and (C) cash paid, payable or otherwise distributed, in respect of principal ofany part thereof, or in redemption ofthereof, or in as a result of any merger, consolidation, acquisition or other exchange forof assets to which such issuer may be a party or otherwise, any Pledged Collateral; provided howevershall, that until actually paid, all rights to such distributions shall remain subject to the Liens created by this Security Agreement; and (iv) All Excluded Payments extent constituting Collateral, be and all other distributions in respect of any become part of the Pledged Collateral, whenever paid or madeand, if received by any Grantor, shall be delivered to the Lender Collateral Trustee as and to hold the extent required by clause ‎(a) above. So long as no Event of Default has occurred and is continuing, the Collateral Trustee shall promptly deliver to each Grantor (without recourse and without any representation or warranty of any kind) any Pledged Collateral and shall, in its possession if received by the Grantor, requested to be received in trust for the benefit of the Lender, be segregated from the other property or funds of the Grantor, and be forthwith delivered to the Lender as issuer thereof in connection with any redemption or exchange of such Pledged Collateral in permitted by the same form as so received (with any necessary endorsement)Indenture.

Exercise of Rights in Pledged Collateral. Subject, in each case, to the Intercreditor Agreement, (i) Without in any way limiting the foregoing and subject to clause (ii) below, the each Grantor shall have the right to exercise all voting rights or other rights relating to the Pledged Collateral for all purposes not inconsistent with this Security Agreement, the Credit Agreement Indenture or any other Loan Senior Secured Notes Document; provided provided, however, that no vote or other right shall be exercised or action taken which would reasonably be expected to have the effect of materially and adversely impairing the rights of the Lender Notes Collateral Agent in respect of the Pledged Collateral. (ii) The Each Grantor will permit the Lender Notes Collateral Agent (or its nominee non-fiduciary agent or designee) at any time after the occurrence and during the continuance of a an Event of Default, without written notice, to exercise all voting rights or other rights relating to Pledged Collateral, including, without limitation, exchange, subscription or any other rights, privileges, or options pertaining to any Capital Stock or Investment Property constituting Pledged Collateral as if it were the absolute owner thereof. (iii) The Each Grantor shall be entitled to collect receive and receive for its own use retain any and all cash dividends dividends, interest, principal and interest other distributions paid on or distributed in respect of the Pledged Collateral to the extent not and only to the extent that such dividends, interest, principal and other distributions are permitted by, and otherwise paid or distributed in violation accordance with, the terms and conditions of the Credit Agreement Indenture, the other than Senior Secured Notes Documents and applicable law; provided, however, that any of the following non-cash dividends, interest, principal or other distributions and payments (collectively referred to as the “Excluded Payments”): (A) dividends and interest paid or payable other than in cash in respect of any that would constitute Pledged Collateral, and instruments and other property receivedwhether resulting from a subdivision, receivable combination or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect reclassification of the outstanding Capital Stock of the issuer of any Pledged Collateral or received in connection with a partial exchange for Pledged Collateral or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of an issuer; and (C) cash paid, payable or otherwise distributed, in respect of principal ofany part thereof, or in redemption ofthereof, or in exchange for, any Pledged Collateral; provided however, that until actually paid, all rights to such distributions shall remain subject to the Liens created by this Security Agreement; and (iv) All Excluded Payments and all other distributions in respect as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, whenever paid or made, shall be delivered to the Lender to hold as Pledged Collateral and shalland, if received by the any Grantor, shall not be received commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Lender, be segregated from the other property or funds of the Grantor, Secured Parties and shall be forthwith delivered to the Lender as Pledged Notes Collateral Agent (or its non-fiduciary agent or designee) in the same form as so received (with any necessary endorsementendorsement or instrument of assignment). The proviso to the first sentence of this clause (iii) shall not apply to dividends between or among the Company and the other Grantors only of property subject to a perfected security interest under this Security Agreement; provided that the Company notifies the Notes Collateral Agent in writing, specifically referring to this Section 4.6, at the time of such dividend and takes any actions the Notes Collateral Agent reasonably specifies to ensure the continuance of its perfected security interest in such property under this Security Agreement.

Exercise of Rights in Pledged Collateral. Subject, in each case, to the Intercreditor Agreement, (i) Without in any way limiting the foregoing and subject to clause (ii) below, the each Grantor shall have the right to exercise all voting rights or other rights relating to the Pledged Collateral for all purposes not inconsistent with this Security Agreement, the Credit Agreement or any other Loan Document; provided however, that no vote or other right shall be exercised or action taken which would have the effect of impairing the rights of the Lender in respect of the Pledged Collateral. (ii) The Each Grantor will permit the Lender Administrative Agent or its nominee at any time after the occurrence and during the continuance of a Default, without noticean Event of Default and upon written notice from the Administrative Agent to the Grantors stating its intent to exercise remedies under this Section 4.05(c)(ii), to exercise all voting rights or other rights relating to Pledged Collateral, including, without limitation, exchange, subscription or any other rights, privileges, or options pertaining to any Capital Stock or Investment Property constituting Pledged Collateral as if it were the absolute owner thereof. (iii) The Each Grantor shall be entitled to collect receive and receive for its own use retain any and all cash dividends dividends, interest, principal and interest other distributions paid on or distributed in respect of the Pledged Collateral to the extent not that such dividends, interest, principal and other distributions are permitted by, and otherwise paid or distributed in violation accordance with, the terms and conditions of the Credit Agreement Agreement, the other than Loan Documents and applicable law; provided, however, that any of the following non-cash dividends or other distributions and payments (collectively referred to as the “Excluded Payments”): (A) dividends and interest paid or payable other than in cash in respect of any that would constitute Pledged Collateral, and instruments and other property receivedwhether resulting from a subdivision, receivable combination or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect reclassification of the outstanding Capital Stock of the issuer of any Pledged Collateral or received in connection with a partial exchange for Pledged Collateral or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of an issuer; and (C) cash paid, payable or otherwise distributed, in respect of principal ofany part thereof, or in redemption ofthereof, or in exchange for, any Pledged Collateral; provided however, that until actually paid, all rights to such distributions shall remain subject to the Liens created by this Security Agreement; and (iv) All Excluded Payments and all other distributions in respect as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, whenever paid or made, shall be delivered to the Lender to hold as Pledged Collateral and shalland, if received by the any Grantor, shall not be received commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Lender, be segregated from the other property or funds of the Grantor, Secured Parties and shall be forthwith delivered to the Lender as Pledged Collateral Administrative Agent in the same form as so received (with any necessary endorsement)endorsement or instrument of assignment) to the extent required by the terms of this Agreement. So long as no Default or Event of Default has occurred and is continuing, the Administrative Agent shall promptly deliver to each Grantor any Pledged Collateral in its possession if requested to be delivered to the issuer thereof in connection with any redemption or exchange of such Pledged Collateral permitted by the Credit Agreement.

Exercise of Rights in Pledged Collateral. (i) Without in any way limiting the foregoing and subject to clause (ii) below, the such Grantor shall have the right to exercise all voting rights or other rights relating to the Pledged Collateral owned by it for all purposes not inconsistent with this Security Agreement, the Credit Agreement, the Note Agreement or any other Loan Senior Indebtedness Document; provided however, that no vote or other right shall be exercised or action taken which would have the effect of impairing the rights of the Lender Collateral Agent in respect of the such Pledged Collateral. (ii) The Such Grantor will permit the Lender Collateral Agent or its nominee at any time after during the occurrence and continuation of a an Event of Default, without notice, to exercise or refrain from exercising any and all voting and other consensual rights or other rights relating to the Pledged CollateralCollateral owned by it, including, without limitation, exchange, subscription or any other rights, privileges, or options pertaining to any Capital Stock Equity Interest or Investment Property constituting Pledged Collateral and to receive all dividends and interest in respect of such Pledged Collateral as if it were the absolute owner thereof. (iii) The Such Grantor shall shall, at any time other than during the existence and continuation of an Event of Default, be entitled to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Collateral owned by it to the extent not in violation of the Credit Agreement or Note Agreement other than any of the following distributions and payments (collectively referred to as the “Excluded Payments”): (A) dividends and interest paid or payable other than in cash in respect of any such Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect of any such Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of an issuer; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any such Pledged Collateral; provided however, that until actually paid, all rights to such distributions shall remain subject to the Liens Lien created by this Security Agreement; and (iv) All Excluded Payments and all other distributions in respect of any of the Pledged CollateralCollateral owned by such Grantor, whenever paid or made, shall be delivered to the Lender Collateral Agent to hold as Pledged Collateral and shall, if received by the such Grantor, be received in trust for the benefit of the LenderCollateral Agent, be segregated from the other property or funds of the such Grantor, and be forthwith delivered to the Lender Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

Exercise of Rights in Pledged Collateral. (i) Without in any way limiting the foregoing and subject to clause (ii) below, the each Grantor shall have the right to exercise all voting rights or other rights relating to the Pledged Collateral owned by it for all purposes not inconsistent with this Security Agreement, the Credit Agreement Indenture or any other Loan Security Document; provided however, that no vote or other right shall be exercised or action taken which would have the effect of impairing the rights of the Lender in respect of the Pledged Collateral. (ii) The Each Grantor will permit the Lender Collateral Agent or its nominee at any time after during the occurrence existence of a an Event of Default, without notice, to exercise all voting rights or other rights relating to the Pledged CollateralCollateral owned by it, including, without limitation, exchange, subscription or any other rights, privileges, or options pertaining to any Capital Stock or Investment Property constituting such Pledged Collateral as if it were the absolute owner thereof. (iii) The Subject to clause (iv) below, such Grantor shall be entitled to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Collateral owned by it. (iv) Upon the occurrence and during the continuance of an Event of Default, if the Collateral Agent has given notice to the extent not in violation of the Credit Agreement other than any of the following relevant Grantor that such Grantor’s right to receive distributions and payments (collectively referred to as the “Excluded Payments”): (A) dividends and interest paid or payable other than in cash in respect of any Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of an issuer; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange foris terminated, any Pledged Collateral; provided however, that until actually paid, all rights to such distributions shall remain subject to the Liens created by this Security Agreement; and (iv) All Excluded Payments and all other distributions in respect of any of the Pledged CollateralCollateral owned by such Grantor, whenever paid or made, shall be delivered to the Lender Collateral Agent to hold as Pledged Collateral and shall, if received by the such Grantor, be received in trust for the benefit of the LenderCollateral Agent, be segregated from the other property or funds of the such Grantor, and be forthwith delivered to the Lender Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

Exercise of Rights in Pledged Collateral. (i) Without in any way limiting the foregoing and subject to clause (ii) belowSection 4.4(c)(ii), the Grantor shall have the right to exercise all voting rights or other rights relating to the Pledged Collateral owned by it for all purposes not inconsistent with this Security Agreement, the Credit Agreement Note or any other Loan Note Document; provided however, that no vote or other right shall be exercised or action taken which that would have the effect of impairing the rights of the Lender Holder in respect of the such Pledged CollateralCollateral in any material respect. (ii) The Grantor will permit the Lender Holder or its nominee at any time after during the occurrence existence of a an Event of Default, without notice, to exercise all voting rights or other rights relating to the Pledged CollateralCollateral owned by it, including, without limitation, exchange, subscription or any other rights, privileges, or options pertaining to any Capital Stock or Investment Property constituting Pledged Collateral as if it were the absolute owner thereof. (iii) The Grantor shall be entitled to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Collateral owned by it; provided, however, if an Event of Default exists, the Grantor shall not be able to the extent not in violation of the Credit Agreement other than retain any of the following distributions and payments (collectively referred to as the “Excluded Payments”): payments: (A) dividends and interest paid or payable other than in cash in respect of any such Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect of any such Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of an issuer; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any such Pledged Collateral; provided howeverfurther, that until actually paid, all rights to such distributions shall remain subject to the Liens Lien created by this Security AgreementAgreement (all such distributions and payments permitted under this subsection 4.4(c)(iii), collectively, the “Excluded Payments”); and (iv) All Excluded Payments and all other distributions in respect of any of the Pledged CollateralCollateral owned by the Grantor, whenever paid or made, other than Excluded Payments made in accordance with Section 4.4(c)(iii), shall be delivered to the Lender Holder to hold as Pledged Collateral if an Event of Default exists and shall, if received by the GrantorGrantor while an Event of Default exists, be received in trust for the benefit of the LenderHolder, be segregated from the other property or funds of the Grantor, and be forthwith delivered to the Lender Holder as Pledged Collateral in the same form as so received (with any necessary endorsement).

Exercise of Rights in Pledged Collateral. (i) Without in any way limiting the foregoing and subject to clause (ii) below, except during the continuance of an Event of Default, such Grantor shall have the right to exercise all voting rights or other rights relating to the Pledged Collateral owned by it for all purposes not inconsistent with this Security Agreement, the Credit Agreement or any other Loan Document; provided however, that no vote or other right shall be exercised or action taken which would have the effect of impairing the rights of the Lender in respect of such Pledged Collateral or be inconsistent with the Pledged Collateralterms and conditions of this Security Agreement or the Credit Agreement. (ii) The Such Grantor will permit the Lender or its nominee at any time after during the occurrence continuance of a an Event of Default, without notice, to exercise all voting rights or other rights relating to the Pledged CollateralCollateral owned by it, including, without limitation, exchange, subscription or any other rights, privileges, or options pertaining to any Capital Stock Equity Interest or Investment Property constituting Pledged Collateral as if it were the absolute owner thereof. (iii) The Except during the continuance of an Event of Default, such Grantor shall be entitled to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Collateral owned by it to the extent not in violation of the Credit Agreement other than Agreement; provided that at no time shall Grantor be entitled to collect and receive any of the following distributions and payments (collectively referred to as the “Excluded Payments”): (A) dividends and interest paid or payable other than in cash in respect of any such Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect of any such Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of an issuer; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any such Pledged Collateral; provided however, that until actually paid, all rights to such distributions shall remain subject to the Liens Lien created by this Security Agreement; and; (iv) All Excluded Payments and all other distributions in respect of any of the Pledged CollateralCollateral owned by such Grantor, whenever paid or made, shall be delivered to the Lender to hold as Pledged Collateral and shall, if received by the such Grantor, be received in trust for the benefit of the Lender, be segregated from the other property or funds of the such Grantor, and be forthwith delivered to the Lender as Pledged Collateral in the same form as so received (with any necessary endorsement); and (v) Upon the occurrence and during the continuation of an Event of Default, (X) all rights of such Grantor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in Lender who shall thereupon have the sole right to exercise such voting and other consensual rights; and (Y) in order to permit Lender to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder: (1) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to Lender all proxies, dividend payment orders and other instruments as Lender may from time to time reasonably request and (2) each Grantor acknowledges that Lender may utilize the power of attorney set forth in Article VI of this Security Agreement.

Exercise of Rights in Pledged Collateral. (i) Without in any way limiting the foregoing and subject to clause (ii) below, the each Grantor shall have the right to exercise all voting rights or other rights relating to the Pledged Collateral for all purposes not inconsistent with this Security Agreement, the Credit Agreement or any other Loan Document; provided provided, however, that no vote or other right shall be exercised or action taken which would have the effect of impairing the rights of the Lender US Administrative Agent in respect of the Pledged Collateral. (ii) The Grantor Grantors will permit the Lender US Administrative Agent or its nominee at any time after the occurrence of a an Event of Default, without notice, to exercise all voting rights or other rights relating to Pledged Collateral, including, without limitation, exchange, subscription or any other rights, privileges, or options pertaining to any Capital Stock Equity Interest or Investment Property constituting Pledged Collateral as if it were the absolute owner thereof. (iii) The Grantor Grantors shall be entitled to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Collateral to the extent not in violation of the Credit Agreement other than any of the following distributions and payments (collectively referred to as the “"Excluded Payments”"): (A) dividends and interest paid or payable other than in cash in respect of any Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of an issuer; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral; provided provided, however, that until actually paid, all rights to such distributions shall remain subject to the Liens Lien created by this Security Agreement; and (iv) All Excluded Payments and all other distributions in respect of any of the Pledged Collateral, whenever paid or made, shall be delivered to the Lender US Administrative Agent to hold as Pledged Collateral and shall, if received by the any Grantor, be received in trust for the benefit of the LenderUS Administrative Agent, be segregated from the other property or funds of the GrantorGrantors, and be forthwith delivered to the Lender US Administrative Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

Exercise of Rights in Pledged Collateral. Subject, in each case, to the Intercreditor Agreement, (i) Without without in any way limiting the foregoing and subject to clause (ii) below, the each Grantor shall have the right to exercise all voting rights or other rights relating to the Pledged Collateral for all purposes not inconsistent with this Security Agreement, the Term Loan Credit Agreement or any other Loan Document; provided however, that no vote or other right shall be exercised or action taken which would have the effect of impairing the rights of the Lender in respect of the Pledged Collateral.; (ii) The each Grantor will permit the Lender Agent or its nominee at any time after the occurrence and during the continuance of a Default, without noticean Event of Default and upon three Business Days’ prior written notice from the Agent to the Grantors stating its intent to exercise remedies under this Section 4.03(d)(ii), to exercise all voting rights or other rights relating to Pledged Collateral, including, without limitation, exchange, subscription or any other rights, privileges, or options pertaining to any Capital Stock or Investment Property constituting Pledged Collateral as if it were the absolute owner thereof., in each case in accordance with the terms of the Term Loan Credit Agreement, the other Loan Documents and applicable law; and (iii) The each Grantor shall be entitled to collect receive and receive for its own use retain any and all cash dividends dividends, interest, principal and interest other distributions paid on or distributed in respect of the Pledged Collateral to the extent not in violation of the Credit Agreement Collateral; provided that any non-cash dividends or other than any of the following distributions and payments (collectively referred to as the “Excluded Payments”): (A) dividends and interest paid or payable other than in cash in respect of any that would constitute Pledged Collateral, and instruments and other property receivedwhether resulting from a subdivision, receivable combination or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect reclassification of the outstanding Capital Stock of the issuer of any Pledged Collateral or received in connection with a partial exchange for Pledged Collateral or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of an issuer; and (C) cash paid, payable or otherwise distributed, in respect of principal ofany part thereof, or in redemption ofthereof, or in exchange for, any Pledged Collateral; provided however, that until actually paid, all rights to such distributions shall remain subject to the Liens created by this Security Agreement; and (iv) All Excluded Payments and all other distributions in respect as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, whenever paid or madeand, if received by any Grantor, shall be delivered to the Lender Agent as and to hold the extent required by clause (a) above. So long as no Event of Default has occurred and is continuing, the Agent shall promptly deliver to each Grantor (without recourse and without any representation or warranty) any Pledged Collateral and shall, in its possession if received by the Grantor, requested to be received in trust for the benefit of the Lender, be segregated from the other property or funds of the Grantor, and be forthwith delivered to the Lender as issuer thereof in connection with any redemption or exchange of such Pledged Collateral in permitted by the same form as so received (with any necessary endorsement)Term Loan Credit Agreement.

Exercise of Rights in Pledged Collateral. (i) Without in any way limiting the foregoing and subject to clause (ii) below, the such Grantor shall have the right to exercise all voting rights or other rights relating to the Pledged Collateral owned by it for all purposes not inconsistent with this Security Agreement, the Credit Agreement or any other Loan Document; provided however, that no vote or other right shall be exercised or action taken which would have the effect of impairing the rights of the Lender Administrative Agent in respect of the such Pledged Collateral. (ii) The Such Grantor will permit the Lender Administrative Agent or its nominee at any time after the occurrence of a an Event of Default, without notice, subject to Section 5.2(h), to exercise all voting rights or other rights relating to the Pledged CollateralCollateral owned by it, including, without limitation, exchange, subscription or any other rights, privileges, or options pertaining to any Capital Stock capital stock or Investment Property constituting such Pledged Collateral as if it were the absolute owner thereof. (iii) The Such Grantor shall be entitled to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Collateral owned by it to the extent not in violation of the Credit Agreement other than any of the following distributions and payments (collectively referred to as the “Excluded Payments”): (A) dividends and interest paid or payable other than in cash in respect of any such Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect of any such Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of an issuer; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any such Pledged Collateral; provided however, that until actually paid, all rights to such distributions shall remain subject to the Liens Lien created by this Security Agreement; and (iv) All Excluded Payments and all other distributions in respect of any of the Pledged CollateralCollateral owned by such Grantor, whenever paid or made, shall be delivered to the Lender Administrative Agent to hold as Pledged Collateral and shall, if received by the such Grantor, be received in trust for the benefit of the LenderAdministrative Agent, be segregated from the other property or funds of the such Grantor, and be forthwith delivered to the Lender Administrative Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

Exercise of Rights in Pledged Collateral. (i) Without in any way limiting the foregoing and subject to clause (ii) below, the Grantor shall have the right to exercise all voting rights or other rights relating to the Pledged Collateral for all purposes not inconsistent with this Security Agreement, the Credit Agreement or any other Loan Document; provided however, that no vote or other right shall be exercised or action taken which would have the effect of materially impairing the rights of the Lender in respect of the Pledged Collateral. (ii) The Grantor will permit the Lender or its nominee at any time after the occurrence of a an Event of Default, without noticewith prior notice to the Grantor, to exercise all voting rights or other rights relating to Pledged Collateral, including, without limitation, exchange, subscription or any other rights, privileges, or options pertaining to any Capital Stock Equity Interest or Investment Property constituting Pledged Collateral as if it were the absolute owner thereof. (iii) The Grantor shall be entitled to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Collateral to the extent not in violation of the Credit Agreement other than any of the following distributions and payments (collectively referred to as the “Excluded Payments”): (A) dividends and interest paid or payable other than in cash in respect of any Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; , which instruments shall be pledged to Lender in accordance with terms hereof (B) dividends and other distributions paid or payable in cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capitalcollectively, capital surplus or paid-in capital of an issuer; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateralthe “Excluded Payments”); provided however, that until actually paid, all rights to such distributions shall remain subject to the Liens Lien created by this Security Agreement; and (iv) All Excluded Payments and all other distributions in respect of any of the Pledged Collateral, whenever paid or made, shall be delivered to the Lender to hold as Pledged Collateral and shall, if received by the Grantor, be received in trust for the benefit of the Lender, be segregated from the other property or funds of the Grantor, and be forthwith delivered to the Lender as Pledged Collateral in the same form as so received (with any necessary endorsement).

Exercise of Rights in Pledged Collateral. (i) Without in any way limiting the foregoing and subject to clause (ii) belowFor all purposes not inconsistent with this Agreement, the Indenture, the other Notes Documents or Additional Pari Passu Agreements or, such Grantor shall have the right to exercise all voting rights or other rights relating to the Pledged Collateral for all purposes not inconsistent with this Security Agreement, the Credit Agreement or any other Loan Documentowned by it; provided however, that no vote or other right shall be exercised or action taken which would have the effect of materially impairing the rights of the Lender Collateral Agent in respect of such Pledged Collateral unless otherwise permitted under the Pledged CollateralIndenture and Additional Pari Passu Agreements. (ii) The Such Grantor will permit the Lender Collateral Agent or its nominee at any time after the occurrence and during the continuance of a an Event of Default, without upon 10 Business Days’ prior notice, to exercise all voting rights or other rights relating to the Pledged CollateralCollateral owned by it, including, without limitation, exchange, subscription or any other rights, privileges, or options pertaining to any Capital Stock Equity Interest or Investment Property constituting such Pledged Collateral as if it were the absolute owner thereof. (iii) The Such Grantor shall be entitled to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Collateral owned by it to the extent not in violation of the Credit Agreement other than any of Indenture and Additional Pari Passu Agreements; provided however, that until actually paid, all rights to such distributions, shall remain subject to the following distributions and payments Lien created by this Agreement; (collectively referred to as the “Excluded Payments”): (Aiv) All dividends and interest paid or payable other than in cash in respect of any such Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of an issuer; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral; provided however, that until actually paid, all rights to such distributions shall remain subject to the Liens created by this Security Agreement; and (iv) All Excluded Payments and all other distributions in respect of any of the Pledged CollateralCollateral owned by such Grantor, whenever paid or made, shall be delivered to the Lender Collateral Agent to hold as Pledged Collateral and shall, if received by the such Grantor, be received in trust for the benefit of the LenderCollateral Agent, be segregated from the other property or funds of the such Grantor, and be forthwith promptly delivered to the Lender Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement); and (v) Such Grantor hereby authorizes and instructs each issuer of any Investment Property pledged by such Grantor hereunder to, and each Grantor that is an issuer of Investment Property pledged by another Grantor agrees and consents to, after the occurrence and during the continuance of an Event of Default (i) comply with any instruction received by it from the Collateral Agent in writing (and any other issuer from time to time hereby agrees to comply with such instruction) that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each issuer shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Investment Property directly to the Collateral Agent.

Exercise of Rights in Pledged Collateral. (i) Without in any way limiting the foregoing and subject to clause (ii) below, the such Grantor shall have the right to exercise all voting rights or other rights relating to the Pledged Collateral owned by it for all purposes not inconsistent with this Security Agreement, the Credit Agreement Indenture or any other Loan Note Document; provided however, that no vote or other right shall be exercised or action taken which would have the effect of impairing the rights of the Lender in Collateral Agent to enforce its remedies hereunder with respect of the to such Pledged Collateral.; (ii) The Such Grantor will permit the Lender Collateral Agent or its nominee at any time after the occurrence and during the continuance of a an Event of Default, without upon notice, to exercise all voting rights or other rights relating to arising from the Pledged CollateralCollateral owned by it, including, without limitation, exchange, subscription or any other rights, privileges, or options pertaining to any Capital Stock capital stock or Investment Property constituting such Pledged Collateral as if it were the absolute owner thereof.; (iii) The Such Grantor shall be entitled to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Collateral owned by it to the extent not in violation of the Credit Agreement other than any of the following distributions and payments (collectively referred to as the “Excluded Payments”): (A) dividends and interest paid or payable other than in cash in respect of any Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of an issuer; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any Pledged CollateralIndenture; provided however, that until actually paid, all rights to such distributions shall remain subject to the Liens Lien created by this Security Agreement; and; (iv) All Excluded Payments and Except as set forth in clause (iii), all other distributions in respect of any of the Pledged CollateralCollateral owned by such Grantor, whenever paid or made, shall be delivered to the Lender Collateral Agent to hold as Pledged Collateral and shall, if received by the such Grantor, be received in trust for the benefit of the LenderCollateral Agent, be segregated from the other property or funds of the such Grantor, and be forthwith delivered to the Lender Collateral Agent as Pledged Collateral Collateral, in the same form as so received (with any necessary endorsement); and (v) such Grantor hereby authorizes and instructs each Issuing Entity (which is a Subsidiary of such Grantor) of any Investment Property pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Collateral Agent in writing (and the Issuing Entity hereby agrees to comply with such instruction) that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Security Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuing Entity shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, with effect upon and during the continuance of an Event of Default, pay any dividends or other payments with respect to the Investment Property directly to the Collateral Agent.

Exercise of Rights in Pledged Collateral. (i) Without in any way limiting the foregoing and subject to clause (ii) belowbelow and subject to the ABL-Term Loan Intercreditor Agreement in the case of any such Pledged Collateral constituting Term Loan Priority Collateral, the such Grantor shall have the right to exercise all voting rights or other rights relating to the Pledged Collateral owned by it for all purposes not inconsistent with this US Security Agreement, the Credit Agreement or any other Loan Document; provided however, that no vote or other right shall be exercised or action taken which would have the effect of impairing the rights of the Lender Administrative Agent in respect of the such Pledged Collateral. (ii) The Such Grantor will permit the Lender Administrative Agent or its nominee at any time after the occurrence and during the continuance of a an Event of Default, subject to Section 3.13(d) with respect to the Pledged ULC Shares and subject to the ABL-Term Loan Intercreditor Agreement in the case of any such Pledged Collateral constituting Term Loan Priority Collateral, without notice, to exercise all voting rights or other rights relating to the Pledged CollateralCollateral owned by it, including, without limitation, exchange, subscription or any other rights, privileges, or options pertaining to any Capital Stock Equity Interest or Investment Property constituting such Pledged Collateral as if it were the absolute owner thereof. (iii) The Subject to the ABL-Term Loan Intercreditor Agreement in the case of any such Pledged Collateral constituting Term Loan Priority Collateral, such Grantor shall be entitled to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Collateral owned by it to the extent not in violation of the Credit Agreement other than any of the following distributions and payments (collectively referred to as the “Excluded Payments”): (A) dividends and interest paid or payable other than in cash in respect of any such Pledged Collateral, and instruments and other non-cash property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral, in each case, to the extent constituting Collateral; and (B) dividends and other distributions paid or payable in cash in respect of any such Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of an issuer; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateralnot prohibited to be paid pursuant to the Credit Agreement; provided however, that until actually paid, all rights to such distributions shall remain subject to the Liens Lien created by this US Security Agreement; and (iv) All Excluded Payments and all other distributions in (subject to Section 3.13(d) with respect of any of to the Pledged Collateral, ULC Shares) whenever paid or made, shall be delivered to the Lender Administrative Agent (or until the Term Loan Obligation Payment Date, to the Term Loan Agent in accordance with the terms of the ABL-Term Loan Intercreditor Agreement in the case of any Excluded Payments constituting Term Loan Priority Collateral) to hold as Pledged Collateral and shall, if received by the such Grantor, be received in trust for the benefit of the LenderAdministrative Agent (and, until the Term Loan Obligations Payment Date, the Term Loan Agent), be segregated from the other property or funds of the such Grantor, and be forthwith delivered to the Lender Administrative Agent (or until the Term Loan Obligation Payment Date, to the Term Loan Agent in accordance with the terms of the ABL-Term Loan Intercreditor Agreement in the case of any Excluded Payments constituting Term Loan Priority Collateral) as Pledged Collateral in the same form as so received (with any necessary endorsement).

Exercise of Rights in Pledged Collateral. (i) Without in any way limiting the foregoing and subject to clause (ii) below, the such Grantor shall have the right to exercise all voting rights or other rights relating to the Pledged Collateral owned by it for all purposes not inconsistent with this Security Agreement, the Credit Agreement or any other Loan Document; provided however, that no vote or other right shall be exercised or action taken which would have the effect of impairing the rights of the Lender in respect of the such Pledged Collateral. (ii) The Such Grantor will permit the Lender or its nominee at any time after the occurrence and during the continuance of a an Event of Default, without on not less than one Business Days’ notice, to exercise all voting rights or other rights relating to the Pledged CollateralCollateral owned by it, including, without limitation, exchange, subscription or any other rights, privileges, or options pertaining to any Capital Stock Equity Interest or Investment Property constituting Pledged Collateral as if it were the absolute owner thereof. (iii) The Such Grantor shall be entitled to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Collateral owned by it to the extent not in violation of the Credit Agreement other than any of the following distributions and payments (collectively referred to as the “Excluded Payments”): (A) dividends and interest paid or payable other than in cash in respect of any Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral[intentionally omitted]; (B) dividends and other distributions paid or payable in cash in respect of any such Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of an issuer; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any such Pledged Collateral; provided however, that until actually paid, all rights to such distributions shall remain subject to the Liens Lien created by this Security Agreement; and (iv) All Excluded Payments and all other distributions in respect of any of the Pledged CollateralCollateral owned by such Grantor, whenever paid or made, shall be delivered to the Lender to hold as Pledged Collateral and shall, if received by the such Grantor, be received in trust for the benefit of the Lender, be segregated from the other property or funds of the such Grantor, and be forthwith delivered to the Lender as Pledged Collateral in the same form as so received (with any necessary endorsement).

Exercise of Rights in Pledged Collateral. (i) Without in any way limiting the foregoing and subject to clause (ii) below, the such Grantor shall have the right to exercise all voting rights or other rights relating to the Pledged Collateral owned by it for all purposes not inconsistent with this Security Agreement, the Credit Agreement or any other Loan Document; provided however, that no vote or other right shall be exercised or action taken which would have the effect of impairing the rights of the Lender Administrative Agent in respect of the such Pledged Collateral. (ii) The Such Grantor will permit the Lender Administrative Agent or its nominee at any time after the occurrence of a an Event of Default, without notice, to exercise all voting rights or other rights relating to the Pledged CollateralCollateral owned by it, including, without limitation, exchange, subscription or any other rights, privileges, or options pertaining to any Capital Stock Equity Interest or Investment Property constituting such Pledged Collateral as if it were the absolute owner thereof. (iii) The Such Grantor shall be entitled to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Collateral owned by it to the extent not in violation of the Credit Agreement other than any of the following distributions and payments after the occurrence of an Event of Default (collectively referred to as the “Excluded Payments”): (A) dividends and interest paid or payable other than in cash in respect of any such Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect of any such Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of an issuer; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any such Pledged Collateral; provided however, that until actually paid, all rights to such distributions shall remain subject to the Liens Lien created by this Security Agreement; and (iv) All Excluded Payments and all other distributions in respect of any of the Pledged CollateralCollateral owned by such Grantor, whenever paid or mademade after the occurrence of an Event of Default, shall be delivered to the Lender Administrative Agent to hold as Pledged Collateral and shall, if received by the such Grantor, be received in trust for the benefit of the LenderAdministrative Agent, be segregated from the other property or funds of the such Grantor, and be forthwith delivered to the Lender Administrative Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

Exercise of Rights in Pledged Collateral. It is agreed that, (i) Without without in any way limiting the foregoing and subject to clause (ii) below, the each Grantor shall have the right to exercise all voting rights or other rights relating to the Pledged Collateral for all purposes any purpose that does not inconsistent with violate this Security Agreement, the Credit Agreement or any other Loan Document; (ii) each Grantor will permit the Agent or its nominee at any time at any time when an Event of Default exists to exercise the rights and remedies provided under Section 5.01(a)(iv) (subject to the notice requirements set forth therein); provided howeverand (iii) subject to Section 5.01(a)(iv), that no vote or other right each Grantor shall be exercised entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or action taken which would have the effect of impairing the rights of the Lender distributed in respect of the Pledged Collateral. (ii) The Grantor will permit the Lender or its nominee at ; provided that any time after the occurrence of a Default, without notice, to exercise all voting rights non-cash dividends or other rights relating to distributions that would constitute Pledged Collateral, includingwhether resulting from a subdivision, without limitation, exchange, subscription combination or any other rights, privileges, or options pertaining to any reclassification of the outstanding Capital Stock or Investment Property constituting Pledged Collateral as if it were the absolute owner thereof. (iii) The Grantor shall be entitled to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Collateral to the extent not in violation of the Credit Agreement other than any of the following distributions and payments (collectively referred to as the “Excluded Payments”): (A) dividends and interest paid or payable other than in cash in respect of any Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect issuer of any Pledged Collateral or received in connection with a partial exchange for Pledged Collateral or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of an issuer; and (C) cash paid, payable or otherwise distributed, in respect of principal ofany part thereof, or in redemption ofthereof, or in as a result of any merger, consolidation, acquisition or other exchange forof assets to which such issuer may be a party or otherwise, any Pledged Collateral; provided howevershall, that until actually paid, all rights to such distributions shall remain subject to the Liens created by this Security Agreement; and (iv) All Excluded Payments extent constituting Collateral, be and all other distributions in respect of any become part of the Pledged Collateral, whenever paid or madeand, if received by any Grantor, shall be delivered to the Lender Agent as and to hold the extent required by clause (a) above. So long as no Event of Default then exists, the Agent shall promptly deliver to the applicable Grantor (without recourse and without any representation or warranty) any Pledged Collateral and shall, in its possession if received by the Grantor, requested to be received in trust for the benefit of the Lender, be segregated from the other property or funds of the Grantor, and be forthwith delivered to the Lender as issuer thereof in connection with any redemption or exchange of such Pledged Collateral permitted by the Credit Agreement in accordance with Article 8 of the same form as so received (with any necessary endorsement)Credit Agreement.

Exercise of Rights in Pledged Collateral. (i) Without in any way limiting the foregoing and subject to clause (ii) below, the each Grantor shall have the right to exercise all voting rights or other rights relating to the Pledged Collateral for all purposes not inconsistent with prohibited by this Security Agreement, the Credit Agreement Indenture or any other Loan Indenture Document; provided however. At any time after the occurrence and during the continuance of an Event of Default, that no vote after prior written notice to the applicable Grantor, the Collateral Agent (or other right its non-fiduciary agent or designee) shall be exercised or action taken which would have the effect of impairing the rights of the Lender right (x) to receive any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Collateral. Collateral and other proceeds paid in respect of the Pledged Collateral and make application thereof to the Secured Obligations in accordance with the Indenture and (iiy) The Grantor will permit the Lender or its nominee at any time after the occurrence of a Default, without notice, to exercise all voting rights or and other rights relating to Pledged Collateral, including, without limitation, exchange, subscription or and any other rights, privileges, or and options pertaining to any Capital Stock Equity Interest or Investment Property constituting Pledged Collateral as if it were the absolute owner thereof. ; provided, that, unless otherwise directed by the Holders of a majority in principal amount of the Notes then outstanding (iiiincluding, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), the Collateral Agent shall have the right at any time after the occurrence and during the continuance of an Event of Default to permit the Grantors to exercise such rights. Unless an Event of Default shall have occurred and be continuing and the Collateral Agent shall have given notice to the applicable Grantor of the Collateral Agent’s intent to exercise its corresponding rights pursuant to clause (ii) The above, each Grantor shall be entitled to collect receive and receive for its own use retain any and all cash dividends dividends, interest, principal and interest other distributions paid on or distributed in respect of the Pledged Collateral to the extent not extent, and only to the extent, that such dividends, interest, principal and other distributions are permitted by, and otherwise paid or distributed in violation accordance with, the terms and conditions of the Credit Agreement Indenture, the other than Indenture Documents and applicable law; provided, however, that any of the following non-cash dividends, interest, principal or other distributions and payments (collectively referred to as the “Excluded Payments”): (A) dividends and interest paid or payable other than in cash in respect of any that would constitute Pledged Collateral, and instruments and other property receivedwhether resulting from a subdivision, receivable combination or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect reclassification of the outstanding Equity Interests of the issuer of any Pledged Collateral or received in connection with a partial exchange for Pledged Collateral or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of an issuer; and (C) cash paid, payable or otherwise distributed, in respect of principal ofany part thereof, or in redemption ofthereof, or in exchange for, any Pledged Collateral; provided however, that until actually paid, all rights to such distributions shall remain subject to the Liens created by this Security Agreement; and (iv) All Excluded Payments and all other distributions in respect as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, whenever paid or made, shall be delivered to the Lender to hold as Pledged Collateral and shalland, if received by the any Grantor, shall not be received commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Lender, be segregated from the other property or funds of the Grantor, Secured Parties and shall be forthwith delivered to the Lender as Pledged Collateral Agent (or its non-fiduciary agent or designee) in the same form as so received (with any necessary endorsementendorsement or instrument of assignment).

Exercise of Rights in Pledged Collateral. (i) Without in any way limiting the foregoing and subject to clause (ii) below, the each Grantor shall have the right to exercise all voting rights or other rights relating to the Pledged Collateral for all purposes not inconsistent with this Security Agreement, Agreement and the Credit Agreement or any other Loan DocumentDocuments; provided provided, however, that no vote or other right shall be exercised or action taken which would reasonably be expected to have the effect of materially and adversely impairing the rights of the Lender Agent in respect of the Pledged Collateral. (ii) The Each Grantor will permit the Lender Agent or its nominee at any time after the occurrence and during the continuance of a an Event of Default, without notice, to exercise all voting rights or other rights relating to Pledged Collateral, including, without limitation, exchange, subscription or any other rights, privileges, or options pertaining to any Capital Stock Equity Interest or Investment Property constituting Pledged Collateral as if it were the absolute owner thereof. (iii) The Prior to the occurrence and continuance of an Event of Default and a notice thereof from the Agent suspending the Grantors’ rights to do any of the following, each Grantor shall be entitled to collect receive and receive for its own use retain any and all cash dividends dividends, interest, principal and interest other distributions paid on or distributed in respect of the Pledged Collateral to the extent not and only to the extent that such dividends, interest, principal and other distributions are permitted by, and otherwise paid or distributed in violation accordance with, the terms and conditions of the Credit Agreement other than any Loan Documents and applicable law. After the occurrence and during the continuance of an Event of Default and after a notice thereof from Agent as contemplated by the following distributions and payments (collectively referred to as the “Excluded Payments”): (A) dividends and interest paid or payable other than in cash in respect first sentence of any Pledged Collateralthis paragraph, and instruments and other property receivedall dividends, receivable or otherwise distributed in respect ofinterest, or in exchange for, any Pledged Collateral; (B) dividends principal and other distributions paid on or payable in cash distributed in respect of any the Pledged Collateral in connection with shall be paid directly to the Agent. The immediately preceding sentence shall not apply to dividends between or among the Grantors only of property subject to a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of an issuer; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateralperfected security interest under this Agreement; provided howeverthat the U.S. Borrower notifies the Agent in writing, that until actually paid, all rights specifically referring to this Section 4.5 at the time of such distributions shall remain subject dividend and takes any actions the Agent reasonably specifies to ensure the Liens created by continuance of its perfected security interest in such property under this Security Agreement; and (iv) All Excluded Payments and all other distributions in respect of any of the Pledged Collateral, whenever paid or made, shall be delivered to the Lender to hold as Pledged Collateral and shall, if received by the Grantor, be received in trust for the benefit of the Lender, be segregated from the other property or funds of the Grantor, and be forthwith delivered to the Lender as Pledged Collateral in the same form as so received (with any necessary endorsement).

Exercise of Rights in Pledged Collateral. (i) Without in any way limiting the foregoing and subject to clause (ii) below, the such Grantor shall have the right to exercise all voting rights or other rights relating to the Pledged Collateral owned by it for all purposes not inconsistent with this Security Agreement, the Credit Agreement or any other Loan Document; provided provided, however, that no vote or other right shall be exercised or action taken which would have the effect of materially impairing the rights of the Lender Administrative Agent in respect of the such Pledged Collateral. (ii) The Such Grantor will permit the Lender Administrative Agent or its nominee at any time after the occurrence and during the continuance of a Default, without notice, an Event of Default to solely and exclusively exercise all voting rights or other rights relating to the Pledged CollateralCollateral owned by it, including, without limitation, exchange, subscription or any other rights, privileges, or options pertaining to any Capital Stock Equity Interest or Investment Property constituting such Pledged Collateral as if it were the absolute owner thereof. (iii) The Such Grantor shall be entitled to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Collateral owned by it to the extent not in violation of the Credit Agreement other than any of the following distributions and payments (collectively referred to as the “Excluded Payments”): (A) dividends and interest paid or payable other than in cash in respect of any such Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect of any such Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of an issuer; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any such Pledged Collateral; provided provided, however, that until actually paid, all rights to such distributions shall remain subject to the Liens Lien created by this Security Agreement; and. Upon the occurrence and during the continuance of an Event of Default, then all Stock Rights, including all rights of such Grantor to dividends, interest, principal or other distributions, shall cease and thereupon become vested in the Administrative Agent, which shall have the sole and exclusive right to retain such dividends, interest, principal or other distributions. (iv) All Excluded Payments and all other distributions in respect of any of the Pledged CollateralCollateral owned by such Grantor, whenever paid or made, shall be delivered promptly made subject to the Lender to hold as Pledged Collateral and shall, if received by the Grantor, be received in trust for the benefit Lien of the LenderAdministrative Agent in the same manner as if it were Collateral on the date hereof and, be segregated from in the other property or funds case of the Grantorany Excluded Payment described in clause 4.7(d)(iii)(A), and shall be forthwith delivered to the Lender as Pledged Collateral Administrative Agent in the same form as and so received (with any necessary endorsement).

Exercise of Rights in Pledged Collateral. (i) Without in any way limiting the foregoing and subject to clause (ii) below, the Grantor Pledgor shall have the right to exercise all voting rights or other rights relating to the Pledged Collateral owned by it for all purposes not inconsistent with this Security Pledge Agreement, the Credit Loan Agreement or any other Loan Document; provided however, that no vote or other right shall be exercised or action taken which would have the effect of impairing the rights of the Lender in respect of the such Pledged Collateral. (ii) The Grantor Pledgor will permit the Lender or its nominee at any time after the occurrence of a an Event of Default, without noticeupon written notice by Lender to Pledgor, to exercise all voting rights or other rights relating to the Pledged CollateralCollateral owned by Pledgor, including, without limitation, exchange, subscription or any other rights, privileges, or options pertaining to any Capital Stock or Investment Property Equity Interest constituting Pledged Collateral as if it Lender or its nominee, as applicable, were the absolute owner thereof. (iii) The Grantor Pledgor shall be entitled to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Collateral owned by Pledgor to the extent not in violation of the Credit Loan Agreement other than any of the following distributions and payments (collectively referred to as the “Excluded Payments”): (A) dividends and interest paid or payable other than in cash in respect of any such Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect of any such Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of an issuer; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any such Pledged Collateral; provided however, that until actually paid, all rights to such distributions shall remain subject to the Liens Lien in favor of Lender created by this Security Pledge Agreement; and. (iv) All Excluded Payments and all other distributions in respect of any of the Pledged CollateralCollateral owned by Pledgor, whenever paid or made, shall be delivered to the Lender to hold as Pledged Collateral and shall, if received by the GrantorPledgor, be received in trust for the benefit of the Lender, be segregated from the other property or funds of the GrantorPledgor, and be forthwith delivered to the Lender as Pledged Collateral in the same form as so received (with any necessary endorsement).

Exercise of Rights in Pledged Collateral. (i) Without in any way limiting the foregoing and subject to clause (ii) below, the such Grantor shall have the right to exercise all voting rights or other rights relating to the Pledged Collateral owned by it for all purposes not inconsistent with this Security Agreement, the Credit Agreement or any other Loan Document; provided however, that no vote or other right shall be exercised or action taken which would have the effect of impairing the rights of the Lender Agent in respect of the such Pledged Collateral. (ii) The Such Grantor will permit the Lender Agent or its nominee at any time after the occurrence of a Default, without notice, to exercise all voting rights or other rights relating to the Pledged CollateralCollateral owned by it, including, without limitation, exchange, subscription or any other rights, privileges, or options pertaining to any Capital Stock or Investment Property constituting such Pledged Collateral as if it were the absolute owner thereof. (iii) The Such Grantor shall be entitled to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Collateral owned by it to the extent not in violation of the Credit Agreement other than any of the following distributions and payments (collectively referred to as the “Excluded Payments”): (A) dividends and interest paid or payable other than in cash in respect of any such Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any such Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect of any such Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of an issuer; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any such Pledged Collateral; provided however, that until actually paid, all rights to such distributions shall remain subject to the Liens Lien created by this Security Agreement; and (iv) All Excluded Payments and all other distributions in respect of any of the Pledged CollateralCollateral owned by such Grantor, whenever paid or made, shall be delivered to the Lender Agent to hold as Pledged Collateral and shall, if received by the such Grantor, be received in trust for the benefit of the LenderAgent, be segregated from the other property or funds of the such Grantor, and be forthwith delivered to the Lender Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

Exercise of Rights in Pledged Collateral. (i) Without in any way limiting the foregoing and subject to clause (ii) below, the each Grantor shall have the right to exercise all voting rights or other rights relating to the Pledged Collateral for all purposes not inconsistent with this Security Agreement, the Credit Agreement or any other Loan Document; provided provided, however, that no vote or other right shall be exercised or action taken which would reasonably be expected to have the effect of materially and adversely impairing the rights of the Lender Agent in respect of the Pledged Collateral. (ii) The Each Grantor will permit the Lender Agent (or its nominee non-fiduciary agent or designee) at any time after the occurrence and during the continuance of a an Event of Default, without written notice, to exercise all voting rights or other rights relating to Pledged Collateral, including, without limitation, exchange, subscription or any other rights, privileges, or options pertaining to any Capital Stock Equity Interest or Investment Property constituting Pledged Collateral as if it were the absolute owner thereof. (iii) The Each Grantor shall be entitled to collect receive and receive for its own use retain any and all cash dividends and interest paid in respect of the Pledged Collateral Stock Rights to the extent not and only to the extent that such Stock Rights are permitted by, and otherwise paid or distributed in violation accordance with, the terms and conditions of the Credit Agreement Agreement, the other than Loan Documents and applicable law; provided, however, that any of the following distributions and payments (collectively referred to as the “Excluded Payments”): (A) dividends and interest paid or payable other than in non-cash in respect of any Stock Rights that would constitute Pledged Collateral, and instruments and other property receivedwhether resulting from a subdivision, receivable combination or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect reclassification of the outstanding Equity Interests of the issuer of any Pledged Collateral or received in connection with a partial exchange for Pledged Collateral or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of an issuer; and (C) cash paid, payable or otherwise distributed, in respect of principal ofany part thereof, or in redemption ofthereof, or in exchange for, any Pledged Collateral; provided however, that until actually paid, all rights to such distributions shall remain subject to the Liens created by this Security Agreement; and (iv) All Excluded Payments and all other distributions in respect as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, whenever paid or made, shall be delivered to the Lender to hold as Pledged Collateral and shalland, if received by the any Grantor, shall not be received commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Lender, be segregated from the other property or funds of the Grantor, Secured Parties and shall be forthwith delivered to the Lender as Pledged Collateral Agent (or its non-fiduciary agent or designee) in the same form as so received (with any necessary endorsementendorsement or instrument of assignment).. The proviso to the first sentence of this clause (iii) shall not apply to dividends between or among the Company and the other Loan Parties only of property subject to a perfected security interest under this Security Agreement; provided that the Company notifies the Agent in writing, specifically referring to this Section 4.7, at the time of such dividend and takes any actions the Agent reasonably specifies to ensure the continuance of its perfected security interest in such property under this Security Agreement

Exercise of Rights in Pledged Collateral. (i) Without in any way limiting the foregoing and subject to clause (ii) below, the Grantor Grantors shall have the right to exercise all voting rights or other rights relating to the Pledged Collateral for all purposes not inconsistent with this Security Agreement, the Credit Agreement or any other Loan Document; provided however, that no vote or other right shall be exercised or action taken which would have the effect of impairing the rights of the Lender Administrative Agent in respect of the Pledged Collateral. (ii) The Each Grantor will permit the Lender Administrative Agent or its nominee at any time after the occurrence and during the continuance of a an Event of Default, without noticewith prior notice to such Grantor (provided that failure to provide such notice shall not prevent the Administrative Agent or its nominee from exercising such rights), to exercise all voting rights or other rights relating to the Pledged Collateral, including, without limitation, exchange, subscription or any other rights, privileges, or options pertaining to any Capital Stock Equity Interest or Investment Property constituting Pledged Collateral as if it were the absolute owner thereof. (iii) The If any Grantor shall be become entitled to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Collateral to the extent not in violation of the Credit Agreement other than any of the following distributions and payments or shall receive (collectively referred to as the “Excluded Payments”): (Aa) dividends and interest paid or payable other than in cash in respect of any Pledged Collateral, and instruments and other non-cash property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; , or (Bb) to the extent in violation of the Credit Agreement, any dividends and or other distributions paid upon or payable in cash in respect of any Pledged Collateral in connection with a partial or total upon the liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of an issuer; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral; provided however, that until actually paid, all rights to such distributions Grantor shall remain subject to accept the Liens created by this Security Agreement; and (iv) All Excluded Payments and all other distributions in respect of any same as the agent of the Pledged CollateralAdministrative Agent, whenever paid or made, shall be delivered to hold the Lender to hold as Pledged Collateral and shall, if received by the Grantor, be received same in trust for the benefit of the LenderAdministrative Agent, be segregated from the other property or funds of the such Grantor, and and, to the extent the related Pledged Collateral is required to be delivered hereunder, be forthwith delivered to the Lender Administrative Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).