Common use of Pledged Stock Clause in Contracts

Pledged Stock. (a) Unless an Event of Default shall have occurred and be continuing and the Collateral Trustee shall (acting upon the written direction of the Parity Lien Debt Representative and/or the Secured Parties) have given notice to the Company that the rights of the Grantors under this Section 6.3(a) are being suspended, each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Stock and all payments made in respect of the Pledged Notes, in each case paid in the normal course of business of the relevant Issuer and consistent with past practice, to the extent permitted in the Parity Lien Debt Documents, and to exercise all voting and corporate or other organizational rights with respect to the Investment Property; provided, however, that no vote shall be cast or corporate or other organizational right exercised or other action taken which, in the Collateral Trustee’s reasonable judgment, would impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Indenture, this Agreement or any other Parity Lien Debt Document. (b) Upon the occurrence and during the continuance of an Event of Default, after the Collateral Trustee shall have notified the Company of the suspension of the rights of the Grantors under Section 6.3(a) above, then all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive and all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise, in each case pursuant Section 6.3(a) shall cease, and all such rights shall thereupon become vested in the Collateral Trustee, including, without limitation, (i) the Collateral Trustee shall have the sole and exclusive right and authority to receive any and all dividends, payments or other Proceeds paid in respect of the Investment Property and make application thereof to the Obligations in the order set forth in Section 6.7, and (ii) at the election of the Collateral Trustee any or all of the Investment Property shall be registered in the name of the Collateral Trustee or its nominee, and (iii) the Collateral Trustee or its nominee shall have the sole and exclusive right and power to exercise (1) all voting, corporate and other rights pertaining to such Investment Property at any meeting of shareholders, members or partners of the relevant Issuer or Issuers or otherwise and (2) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Investment Property as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Investment Property upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other organizational structure of any Issuer, or upon the exercise by any Grantor or the Collateral Trustee of any right, privilege or option pertaining to such Investment Property, and in connection therewith, the right to deposit and deliver any and all of the Investment Property with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Trustee may determine), all without liability except to account for property actually received by it, but the Collateral Trustee shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (c) In order to permit the Collateral Trustee to exercise the voting and other consensual rights that it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that it may be entitled to receive hereunder, in each case after the occurrence and during the continuation of an Event of Default, (i) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Trustee all such proxies, dividend payment orders and other instruments as the Collateral Trustee may from time to time reasonably request (acting upon the written direction of the Parity Lien Debt Representative and/or the Secured Parties) and (ii) without limiting the effect of clause (i) above, such Grantor hereby grants to the Collateral Trustee an irrevocable proxy to vote all or any part of the Investment Property and to exercise all other rights, powers, privileges and remedies to which a holder of the Investment Property would be entitled (including giving or withholding written consents of shareholders, partners or members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Investment Property on the record books of the Issuer thereof) by any other Person (including the Issuer of such Investment Property or any officer, manager or agent thereof) during the continuance of an Event of Default and which proxy shall only terminate upon the payment in full of the Obligations. (d) Each Grantor hereby authorizes and instructs each Issuer of any Investment Property pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Collateral Trustee in writing that (1) states that an Event of Default has occurred and is continuing and (2) 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 Trustee.

Pledged Stock. (a) Unless an Event of Default shall have occurred and be continuing and (unless any of the events described in clauses (i) through (iv) of Section 9.1(f) of the Credit Agreement shall have occurred with respect to such Grantor) the Collateral Trustee Agent shall (acting upon the written direction of the Parity Lien Debt Representative and/or the Secured Parties) have given written notice to the Company that the rights relevant Grantor of the Grantors under this Collateral Agent’s intent to exercise its corresponding rights pursuant to Section 6.3(a) are being suspended5.3(b), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Stock and all payments made in respect of the Pledged Notes, in each case paid in the normal course of business of the relevant Issuer and consistent with past practice, to the extent permitted in the Parity Lien Debt DocumentsCredit Agreement, and to exercise all voting and corporate or other organizational rights with respect to the Investment Property; provided, however, that no vote shall be cast or corporate or other organizational right exercised or other action taken whichthat, in the Collateral TrusteeAgent’s reasonable judgment, would impair the Collateral or which would be inconsistent with or result in any violation of any provision of the IndentureCredit Agreement, this Agreement or any other Parity Lien Debt Loan Document. (b) Upon the occurrence and during the continuance of If an Event of DefaultDefault shall occur and be continuing, after the Collateral Trustee Agent shall have notified the Company give written notice of its intent to exercise any of the suspension following rights to the relevant Grantor or Grantors (provided, that, in the case of any of the rights events described in clauses (i) through (iv) of Section 9.1(f) of the Grantors under Section 6.3(a) aboveCredit Agreement occurring with respect to such Grantor, then all rights of any Grantor to dividends, interest, principal or other distributions that no such Grantor is authorized to receive and all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise, in each case pursuant Section 6.3(a) notice shall cease, and all such rights shall thereupon become vested in the Collateral Trustee, including, without limitation, be required): (i) the Collateral Trustee Agent shall have the sole and exclusive right and authority to receive any and all cash dividends, distributions, payments or other Proceeds paid in respect of the Investment Property and make application thereof to the Obligations in such order as the order set forth in Section 6.7, Collateral Agent may determine; and (ii) at the election of the Collateral Trustee Agent shall have the right to have any or all of the Investment Property shall be registered in the name of the Collateral Trustee Agent or its nominee, and (iii) the Collateral Trustee Agent or its nominee shall have the sole and exclusive right and power to may thereafter exercise (1x) all voting, corporate and other rights pertaining to such Investment Property at any meeting of shareholders, members shareholders (or partners other equivalent body) of the relevant Issuer or Issuers or otherwise and (2y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Investment Property as if it were the absolute owner thereof (including, without limitation, including the right to exchange at its discretion any and all of the Investment Property upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other organizational structure of any Issuer, or upon the exercise by any Grantor or the Collateral Trustee Agent of any right, privilege or option pertaining to such Investment Property, and in connection therewith, the right to deposit and deliver any and all of the Investment Property with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Trustee Agent may determine), all without liability except to account for property actually received by it, but the Collateral Trustee Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (c) In order to permit the Collateral Trustee to exercise the voting and other consensual rights that it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that it may be entitled to receive hereunder, in each case after the occurrence and during the continuation of an Event of Default, (i) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Trustee all such proxies, dividend payment orders and other instruments as the Collateral Trustee may from time to time reasonably request (acting upon the written direction of the Parity Lien Debt Representative and/or the Secured Parties) and (ii) without limiting the effect of clause (i) above, such Grantor hereby grants to the Collateral Trustee an irrevocable proxy to vote all or any part of the Investment Property and to exercise all other rights, powers, privileges and remedies to which a holder of the Investment Property would be entitled (including giving or withholding written consents of shareholders, partners or members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Investment Property on the record books of the Issuer thereof) by any other Person (including the Issuer of such Investment Property or any officer, manager or agent thereof) during the continuance of an Event of Default and which proxy shall only terminate upon the payment in full of the Obligations. (d) Each Grantor hereby authorizes and instructs each Issuer of any Investment Property pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Collateral Trustee Agent in writing that (1x) states that an Event of Default has occurred and is continuing and (2y) is otherwise in accordance with the terms of this Agreement, 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 TrusteeAgent. (d) After the occurrence and during the continuation of an Event of Default, if the Issuer of any Pledged Stock or Pledged Notes is the subject of bankruptcy, insolvency, receivership, custodianship or other proceedings under the supervision of any Governmental Authority, then all rights of the Grantors in respect thereof to exercise the voting and other consensual rights which such Grantor would otherwise be entitled to exercise with respect to the Pledged Stock or Pledged Notes issued by such Issuer shall cease, and all such rights shall thereupon become vested in the Collateral Agent who shall thereupon have the sole right to exercise such voting and other consensual rights, but the Collateral Agent shall have no duty to exercise any such voting or other consensual rights and shall not be responsible for any failure to do so or delay in so doing.

Pledged Stock. (a) Unless an Event of Default shall have occurred and be continuing and the Collateral Trustee Lender shall (acting upon the written direction of the Parity Lien Debt Representative and/or the Secured Parties) have given notice to the Company that the rights relevant Grantor of the Grantors under this Lender's intent to exercise its corresponding rights pursuant to Section 6.3(a) are being suspended6.3(b), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Stock and all payments made in respect of the Pledged Notes, in each case paid in the normal course of business of the relevant Issuer and consistent with past practice, to the extent permitted in the Parity Lien Debt DocumentsCredit Agreement, and to exercise all voting and corporate or other organizational rights with respect to the Investment Property; provided, however, that no vote shall be cast or corporate or other organizational right exercised or other action taken which, in the Collateral Trustee’s Lender's reasonable judgment, would impair the Collateral or which would be inconsistent with or result in any violation of any provision of the IndentureCredit Agreement, this Agreement or any other Parity Lien Debt Loan Document. (b) Upon the occurrence and during the continuance of If an Event of Default, after Default shall occur and be continuing and the Collateral Trustee Lender shall have notified the Company give notice of the suspension of the rights of the Grantors under Section 6.3(a) above, then all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive and all rights of any Grantor its intent to exercise the voting and consensual rights and powers it is entitled to exercise, in each case pursuant Section 6.3(a) shall cease, and all such rights shall thereupon become vested in to the Collateral Trustee, including, without limitationrelevant Grantor or Grantors, (i) the Collateral Trustee Lender shall have the sole and exclusive right and authority to receive any and all cash dividends, payments or other Proceeds paid in respect of the Investment Property and make application thereof to the Obligations in such order as the order set forth in Section 6.7Lender may determine, and (ii) at the election of the Collateral Trustee any or all of the Investment Property shall be registered in the name of the Collateral Trustee Lender or its nominee, and (iii) the Collateral Trustee Lender or its nominee shall have the sole and exclusive right and power to may thereafter exercise (1x) all voting, corporate and other rights pertaining to such Investment Property at any meeting of shareholders, members or partners of the relevant Issuer or Issuers or otherwise and (2) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Investment Property as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Investment Property upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other organizational structure of any Issuer, or upon the exercise by any Grantor or the Collateral Trustee of any right, privilege or option pertaining to such Investment Property, and in connection therewith, the right to deposit and deliver any and all of the Investment Property with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Trustee may determine), all without liability except to account for property actually received by it, but the Collateral Trustee shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.all (c) In order to permit the Collateral Trustee to exercise the voting and other consensual rights that it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that it may be entitled to receive hereunder, in each case after the occurrence and during the continuation of an Event of Default, (i) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Trustee all such proxies, dividend payment orders and other instruments as the Collateral Trustee may from time to time reasonably request (acting upon the written direction of the Parity Lien Debt Representative and/or the Secured Parties) and (ii) without limiting the effect of clause (i) above, such Grantor hereby grants to the Collateral Trustee an irrevocable proxy to vote all or any part of the Investment Property and to exercise all other rights, powers, privileges and remedies to which a holder of the Investment Property would be entitled (including giving or withholding written consents of shareholders, partners or members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Investment Property on the record books of the Issuer thereof) by any other Person (including the Issuer of such Investment Property or any officer, manager or agent thereof) during the continuance of an Event of Default and which proxy shall only terminate upon the payment in full of the Obligations. (d) Each Grantor hereby authorizes and instructs each Issuer of any Investment Property pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Collateral Trustee Lender in writing that (1x) states that an Event of Default has occurred and is continuing and (2y) 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 TrusteeLender.

Pledged Stock. (a) Unless a Default under Section 7.01(a) or (f) of the Credit Agreement shall have occurred and be continuing, or an Event of Default shall have occurred and be continuing continuing, and the Collateral Trustee Administrative Agent shall (acting upon the written direction of the Parity Lien Debt Representative and/or the Secured Parties) have given notice to the Company that the rights relevant Grantor of the Grantors under this Administrative Agent's intent to exercise its corresponding rights pursuant to Section 6.3(a) are being suspended7.3(c), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Stock and all payments made in respect of the Pledged Notes, in each case paid in the normal course of business of the relevant Issuer and consistent with past practice, to the extent permitted in the Parity Lien Debt Documents, and to exercise all voting and corporate or other organizational rights with respect to the Investment Property; provided, however, that no vote shall be cast or corporate or other organizational right exercised or other action taken which, in the Collateral Trustee’s reasonable judgment, that would impair the Collateral or which that would be inconsistent with or result in any violation of any provision of the IndentureCredit Agreement, this Agreement or any other Parity Lien Debt Loan Document. . The Administrative Agent shall execute and deliver (bor cause to be executed and delivered) Upon the occurrence to each Grantor all such proxies and during the continuance of an Event of Default, after the Collateral Trustee shall have notified the Company of the suspension of the rights of the Grantors under Section 6.3(a) above, then all rights of any Grantor to dividends, interest, principal or other distributions that instruments as such Grantor is authorized to receive and all rights may reasonably request for the purpose of any enabling such Grantor to exercise the voting and consensual other rights and powers that it is entitled to exerciseexercise pursuant to this Section 7.3(a). (b) Unless a Default under Section 7.01(a) or (f) of the Credit Agreement shall have occurred and be continuing, in each case pursuant Section 6.3(a) or an Event of Default shall ceasehave occurred and be continuing, and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent's intent to exercise its corresponding rights pursuant to Section 7.3(c), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Stock and all payments made in respect of the Pledged Notes, each to the extent permitted in the Credit Agreement. (c) If an Event of Default shall occur and be continuing and the Administrative Agent shall give notice of its intent to exercise such rights shall thereupon become vested in to the Collateral Trustee, including, without limitationrelevant Grantor or Grantors, (i) the Collateral Trustee Administrative Agent shall have the sole and exclusive right and authority to receive any and all cash dividends, payments or other Proceeds paid in respect of the Investment Property and make application thereof to the Obligations in such order as the order set forth in Section 6.7, Administrative Agent may determine and (ii) at the election of the Collateral Trustee any or all of the Investment Property shall be registered in the name of the Collateral Trustee Administrative Agent or its nominee, and (iii) the Collateral Trustee Administrative Agent or its nominee shall have the sole and exclusive right and power to may thereafter exercise (1x) all voting, corporate and other rights pertaining to such Investment Property at any meeting of shareholders, members or partners shareholders of the relevant Issuer or Issuers or otherwise and (2y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Investment Property as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Investment Property upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other organizational structure of any Issuer, or upon the exercise by any Grantor or the Collateral Trustee Administrative Agent of any right, privilege or option pertaining to such Investment Property, and in connection therewith, the right to deposit and deliver any and all of the Investment Property with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Trustee Administrative Agent may determine), all without liability except to account for property actually received by it, but the Collateral Trustee Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (c) In order to permit the Collateral Trustee to exercise the voting and other consensual rights that it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that it may be entitled to receive hereunder, in each case after the occurrence and during the continuation of an Event of Default, (i) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Trustee all such proxies, dividend payment orders and other instruments as the Collateral Trustee may from time to time reasonably request (acting upon the written direction of the Parity Lien Debt Representative and/or the Secured Parties) and (ii) without limiting the effect of clause (i) above, such Grantor hereby grants to the Collateral Trustee an irrevocable proxy to vote all or any part of the Investment Property and to exercise all other rights, powers, privileges and remedies to which a holder of the Investment Property would be entitled (including giving or withholding written consents of shareholders, partners or members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Investment Property on the record books of the Issuer thereof) by any other Person (including the Issuer of such Investment Property or any officer, manager or agent thereof) during the continuance of an Event of Default and which proxy shall only terminate upon the payment in full of the Obligations. (d) Each Grantor hereby authorizes and instructs each Issuer of any Investment Property pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Collateral Trustee Administrative Agent in writing that (1x) states that an Event of Default has occurred and is continuing and (2y) 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, complying and (ii) unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Investment Property directly to the Collateral TrusteeAdministrative Agent. The Administrative Agent agrees not to deliver any such instruction unless an Event of Default has occurred and is continuing.

Pledged Stock. (a) Unless an Event of Default shall have occurred and be continuing and the Collateral Trustee Administrative Agent shall (acting upon the written direction of the Parity Lien Debt Representative and/or the Secured Parties) have given notice to the Company that the rights relevant Grantor of the Grantors under this Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 6.3(a) are being suspended7.3(b), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Stock and all payments made in respect of the Pledged Notes, in each case paid in the normal course of business of the relevant Issuer and consistent with past practice, to the extent permitted in the Parity Lien Debt DocumentsCredit Agreement, and to exercise all voting and corporate or other organizational rights with respect to the Investment Property; provided, however, that no vote shall be cast or corporate or other organizational right exercised or other action taken which, in the Collateral TrusteeAdministrative Agent’s reasonable judgment, would impair the Collateral or which would be inconsistent with or result in any violation of any provision of the IndentureCredit Agreement, this Agreement or any other Parity Lien Debt Loan Document. (b) Upon the occurrence and during the continuance of If an Event of Default, after Default shall occur and be continuing and the Collateral Trustee Administrative Agent shall have notified the Company give notice of the suspension of the rights of the Grantors under Section 6.3(a) above, then all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive and all rights of any Grantor its intent to exercise the voting and consensual rights and powers it is entitled to exercise, in each case pursuant Section 6.3(a) shall cease, and all such rights shall thereupon become vested in to the Collateral Trustee, including, without limitationrelevant Grantor or Grantors, (i) the Collateral Trustee Administrative Agent shall have the sole and exclusive right and authority to receive any and all cash dividends, payments or other Proceeds paid in respect of the Investment Property and make application thereof to the Secured Obligations in the order set forth in Section 6.77.5, and (ii) at the election of the Collateral Trustee any or all of the Investment Property shall be registered in the name of the Collateral Trustee Administrative Agent or its nominee, and (iii) the Collateral Trustee Administrative Agent or its nominee shall have the sole and exclusive right and power to may thereafter exercise (1) all voting, corporate and other rights pertaining to such Investment Property at any meeting of shareholders, members or partners shareholders of the relevant Issuer or Issuers or otherwise and (2) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Investment Property as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Investment Property upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other organizational structure of any Issuer, or upon the exercise by any Grantor or the Collateral Trustee Administrative Agent of any right, privilege or option pertaining to such Investment Property, and in connection therewith, the right to deposit and deliver any and all of the Investment Property with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Trustee Administrative Agent may determine), all without liability except to account for property actually received by it, but the Collateral Trustee Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (c) In order to permit the Collateral Trustee to exercise the voting and other consensual rights that it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that it may be entitled to receive hereunder, in each case after the occurrence and during the continuation of an Event of Default, (i) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Trustee all such proxies, dividend payment orders and other instruments as the Collateral Trustee may from time to time reasonably request (acting upon the written direction of the Parity Lien Debt Representative and/or the Secured Parties) and (ii) without limiting the effect of clause (i) above, such Grantor hereby grants to the Collateral Trustee an irrevocable proxy to vote all or any part of the Investment Property and to exercise all other rights, powers, privileges and remedies to which a holder of the Investment Property would be entitled (including giving or withholding written consents of shareholders, partners or members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Investment Property on the record books of the Issuer thereof) by any other Person (including the Issuer of such Investment Property or any officer, manager or agent thereof) during the continuance of an Event of Default and which proxy shall only terminate upon the payment in full of the Obligations. (d) Each Grantor hereby authorizes and instructs each Issuer of any Investment Property pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Collateral Trustee Administrative Agent in writing that (1) states that an Event of Default has occurred and is continuing and (2) 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 TrusteeAdministrative Agent.

Pledged Stock. (a) Unless a Default under Section 7.01(a) or (f) of the Credit Agreement shall have occurred and be continuing, or an Event of Default shall have occurred and be continuing continuing, and the Collateral Trustee Administrative Agent shall (acting upon the written direction of the Parity Lien Debt Representative and/or the Secured Parties) have given notice to the Company that the rights relevant Grantor of the Grantors under this Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 6.3(a) are being suspended7.3(c), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Stock and all payments made in respect of the Pledged Notes, in each case paid in the normal course of business of the relevant Issuer and consistent with past practice, to the extent permitted in the Parity Lien Debt Documents, and to exercise all voting and corporate or other organizational rights with respect to the Investment Property; provided, however, that no vote shall be cast or corporate or other organizational right exercised or other action taken which, in the Collateral Trustee’s reasonable judgment, which would impair the Collateral or which would be inconsistent with or result in any violation of any provision of the IndentureCredit Agreement, this Agreement or any other Parity Lien Debt Loan Document. . The Administrative Agent shall execute and deliver (bor cause to be executed and delivered) Upon the occurrence to each Grantor all such proxies and during the continuance of an Event of Default, after the Collateral Trustee shall have notified the Company of the suspension of the rights of the Grantors under Section 6.3(a) above, then all rights of any Grantor to dividends, interest, principal or other distributions that instruments as such Grantor is authorized to receive and all rights may reasonably request for the purpose of any enabling such Grantor to exercise the voting and consensual other rights and powers that it is entitled to exerciseexercise pursuant to this Section 7.3(a). (b) Unless a Default under Section 7.01(a) or (f) of the Credit Agreement shall have occurred and be continuing, in each case pursuant Section 6.3(a) or an Event of Default shall ceasehave occurred and be continuing, and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 7.3(c), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Stock and all payments made in respect of the Pledged Notes, to the extent permitted in the Credit Agreement. (c) If an Event of Default shall occur and be continuing and the Administrative Agent shall give notice of its intent to exercise such rights shall thereupon become vested in to the Collateral Trustee, including, without limitationrelevant Grantor or Grantors, (i) the Collateral Trustee Administrative Agent shall have the sole and exclusive right and authority to receive any and all cash dividends, payments or other Proceeds paid in respect of the Investment Property and make application thereof to the Obligations in such order as the order set forth in Section 6.7Administrative Agent may determine, and (ii) at the election of the Collateral Trustee any or all of the Investment Property shall be registered in the name of the Collateral Trustee Administrative Agent or its nominee, and (iii) the Collateral Trustee Administrative Agent or its nominee shall have the sole and exclusive right and power to may thereafter exercise (1x) all voting, corporate and other rights pertaining to such Investment Property at any meeting of shareholders, members or partners shareholders of the relevant Issuer or Issuers or otherwise and (2y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Investment Property as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Investment Property upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other organizational structure of any Issuer, or upon the exercise by any Grantor or the Collateral Trustee Administrative Agent of any right, privilege or option pertaining to such Investment Property, and in connection therewith, the right to deposit and deliver any and all of the Investment Property with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Trustee Administrative Agent may determine), all without liability except to account for property actually received by it, but the Collateral Trustee Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (c) In order to permit the Collateral Trustee to exercise the voting and other consensual rights that it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that it may be entitled to receive hereunder, in each case after the occurrence and during the continuation of an Event of Default, (i) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Trustee all such proxies, dividend payment orders and other instruments as the Collateral Trustee may from time to time reasonably request (acting upon the written direction of the Parity Lien Debt Representative and/or the Secured Parties) and (ii) without limiting the effect of clause (i) above, such Grantor hereby grants to the Collateral Trustee an irrevocable proxy to vote all or any part of the Investment Property and to exercise all other rights, powers, privileges and remedies to which a holder of the Investment Property would be entitled (including giving or withholding written consents of shareholders, partners or members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Investment Property on the record books of the Issuer thereof) by any other Person (including the Issuer of such Investment Property or any officer, manager or agent thereof) during the continuance of an Event of Default and which proxy shall only terminate upon the payment in full of the Obligations. (d) Each Grantor hereby authorizes and instructs each Issuer of any Investment Property pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Collateral Trustee Administrative Agent in writing that (1x) states that an Event of Default has occurred and is continuing and (2y) 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 TrusteeAdministrative Agent.

Pledged Stock. (a) Unless an Event of Default shall have occurred and be continuing and the Collateral Trustee Administrative Agent shall (acting upon the written direction of the Parity Lien Debt Representative and/or the Secured Parties) have given notice to the Company that the rights relevant Grantor of the Grantors under this Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 6.3(a) are being suspended6.1(b), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Stock and all payments made in respect of the Pledged NotesStock, in each case paid in the normal course of business of the relevant Specified Foreign Issuer and consistent with past practice, to the extent permitted in the Parity Lien Debt DocumentsCredit Agreement, and to exercise all voting and corporate or other organizational rights with respect to the Investment PropertyPledged Stock; provided, however, that no vote shall be cast or corporate or other organizational right exercised or other action taken which, in the Collateral TrusteeAdministrative Agent’s reasonable judgment, would impair the Collateral or which would be inconsistent with or result in any violation of any provision of the IndentureCredit Agreement, this Agreement or any other Parity Lien Debt Loan Document. (b) Upon the occurrence and during the continuance of If an Event of Default, after Default shall occur and be continuing and the Collateral Trustee Administrative Agent shall have notified the Company give notice of the suspension of the rights of the Grantors under Section 6.3(a) above, then all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive and all rights of any Grantor its intent to exercise the voting and consensual rights and powers it is entitled to exercise, in each case pursuant Section 6.3(a) shall cease, and all such rights shall thereupon become vested in to the Collateral Trustee, including, without limitationrelevant Grantor or Grantors, (i) the Collateral Trustee Administrative Agent shall have the sole and exclusive right and authority to receive any and all cash dividends, payments or other Proceeds paid in respect of the Investment Property Pledged Stock and make application thereof to the Obligations in such order as the order set forth in Section 6.7Administrative Agent may determine (but shall have no right to cause such dividends, payments or other Proceeds to occur, be made or transferred to Grantor), and (ii) at in connection with the election conduct of a commercially reasonably foreclosure sale and to the Collateral Trustee extent permitted by law, any or all of the Investment Property shall Pledged Stock may be registered in the name of the Collateral Trustee Administrative Agent or its nominee, and (iii) the Collateral Trustee Administrative Agent or its nominee shall have the sole and exclusive right and power to may thereafter exercise (1x) all voting, corporate and other rights pertaining to such Investment Property Pledged Stock at any meeting of shareholders, members or partners shareholders of the relevant Specified Foreign Issuer or Specified Foreign Issuers or otherwise and (2y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Investment Property Pledged Stock as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Investment Property Pledged Stock upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other organizational structure of any Specified Foreign Issuer, or upon the exercise by any Grantor or the Collateral Trustee Administrative Agent of any right, privilege or option pertaining to such Investment PropertyPledged Stock, and in connection therewith, the right to deposit and deliver any and all of the Investment Property Pledged Stock with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Trustee Administrative Agent may determine), all without liability except to account for property actually received by it, but the Collateral Trustee Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (c) In order to permit the Collateral Trustee to exercise the voting and other consensual rights that it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that it may be entitled to receive hereunder, in each case after the occurrence and during the continuation of an Event of Default, (i) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Trustee all such proxies, dividend payment orders and other instruments as the Collateral Trustee may from time to time reasonably request (acting upon the written direction of the Parity Lien Debt Representative and/or the Secured Parties) and (ii) without limiting the effect of clause (i) above, such Grantor hereby grants to the Collateral Trustee an irrevocable proxy to vote all or any part of the Investment Property and to exercise all other rights, powers, privileges and remedies to which a holder of the Investment Property would be entitled (including giving or withholding written consents of shareholders, partners or members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Investment Property on the record books of the Issuer thereof) by any other Person (including the Issuer of such Investment Property or any officer, manager or agent thereof) during the continuance of an Event of Default and which proxy shall only terminate upon the payment in full of the Obligations. (d) Each Grantor hereby authorizes and instructs each Issuer of any Investment Property Pledged Stock pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Collateral Trustee Administrative Agent in writing that (1x) states that an Event of Default has occurred and is continuing and (2y) 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 comply with any instruction received by it from the Administrative Agent in writing that is permitted hereby, to be issued hereunder to pay any dividends or other payments with respect to the Investment Property Pledged Stock directly to the Collateral TrusteeAdministrative Agent (provided that the Administrative Agent shall have no ability to compel any such dividends or other payments to be made).

Pledged Stock. (a) Unless an Event of Default shall have occurred and be continuing and the Collateral Trustee shall (acting upon the written direction unless any of the Parity Lien Debt Representative and/or events described in Sections 6.01(9) and (10) of the Indenture shall have occurred with respect to such Grantor) the Secured Parties) Party shall have given written notice to the Company that the rights relevant Grantor of the Grantors under this Section 6.3(a) are being suspendedSecured Party's intent to exercise its corresponding rights pursuant to SECTION 5.3(B), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Stock and all payments made in respect of the Pledged Notes, in each case paid in the normal course of business of the relevant Issuer and consistent with past practice, to the extent permitted in the Parity Lien Debt DocumentsIndenture, and to exercise all voting and corporate or other organizational rights with respect to the Investment Property; providedPROVIDED, howeverHOWEVER, that no vote shall be cast or corporate or other organizational right exercised or other action taken whichthat, in the Collateral Trustee’s Secured Party's reasonable judgment, would impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Indenture, this Agreement or any other Parity Lien Debt Financing Document. (b) Upon the occurrence and during the continuance of If an Event of DefaultDefault shall occur and be continuing and the Secured Party elects to exercise one of the following remedies (unless any of the events described in paragraph 9 or 10 of Section 6.01 of the Indenture shall have occurred with respect to such Grantor), the Secured Party shall give written notice of its intent to exercise such rights to the relevant Grantor or Grantors, subject, after the Collateral Trustee shall have notified the Company occurrence of the suspension of First Lien Closing Date, to the rights of the Grantors under Section 6.3(a) above, then all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive and all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise, in each case pursuant Section 6.3(a) shall cease, and all such rights shall thereupon become vested in the Collateral Trustee, including, without limitationIntercreditor Agreement, (i) the Collateral Trustee Secured Party shall have the sole and exclusive right and authority to receive any and all cash dividends, distributions, payments or other Proceeds paid in respect of the Investment Property and make application thereof to the Secured Obligations in such order as the order set forth in Section 6.7Secured Party may determine, and (ii) at the election of the Collateral Trustee any or all of the Investment Property shall be registered in the name of the Collateral Trustee Secured Party or its nominee, and (iii) the Collateral Trustee Secured Party or its nominee shall have the sole and exclusive right and power to may thereafter exercise (1x) all voting, corporate and other rights pertaining to such Investment Property at any meeting of shareholders, members shareholders (or partners other equivalent body) of the relevant Issuer or Issuers or otherwise and (2y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Investment Property as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Investment Property upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other organizational structure of any Issuer, or upon the exercise by any Grantor or the Collateral Trustee Secured Party of any right, privilege or option pertaining to such Investment Property, and in connection therewith, the right to deposit and deliver any and all of the Investment Property with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Trustee Secured Party may determine), all without liability except to account for property actually received by it, but the Collateral Trustee Secured Party shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (c) In order to permit the Collateral Trustee to exercise the voting and other consensual rights that it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that it may be entitled to receive hereunder, in each case after the occurrence and during the continuation of an Event of Default, (i) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Trustee all such proxies, dividend payment orders and other instruments as the Collateral Trustee may from time to time reasonably request (acting upon the written direction of the Parity Lien Debt Representative and/or the Secured Parties) and (ii) without limiting the effect of clause (i) above, such Grantor hereby grants to the Collateral Trustee an irrevocable proxy to vote all or any part of the Investment Property and to exercise all other rights, powers, privileges and remedies to which a holder of the Investment Property would be entitled (including giving or withholding written consents of shareholders, partners or members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Investment Property on the record books of the Issuer thereof) by any other Person (including the Issuer of such Investment Property or any officer, manager or agent thereof) during the continuance of an Event of Default and which proxy shall only terminate upon the payment in full of the Obligations. (d) Each Grantor hereby authorizes and instructs each Issuer of any Investment Property pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Collateral Trustee Secured Party in writing that (1x) states that an Event of Default has occurred and is continuing and (2y) is otherwise in accordance with the terms of this Agreement and, to the extent applicable, the Intercreditor 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, and subject, after the occurrence of the First Lien Closing Date, to the Intercreditor Agreement, pay any dividends or other payments with respect to the Investment Property directly to the Collateral TrusteeSecured Party.

Pledged Stock. (a) Unless an Event of Default shall have occurred and be continuing and the Collateral Trustee Agent shall (acting upon the written direction of the Parity Lien Debt Representative and/or the Secured Parties) have given notice to the Company that the rights relevant Grantor of the Grantors under this Collateral Agent's intent to exercise its corresponding rights pursuant to Section 6.3(a) are being suspended6.3(b), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Stock and all payments made in respect of the Pledged Notes, in each case paid in the normal course of business of the relevant Issuer and consistent with past practiceIssuer, to the extent permitted in the Parity Lien Debt DocumentsSenior Credit Agreement (or, if the Senior Credit Agreement shall have been paid in full or terminated, by the last version of the Senior Credit Agreement as in effect immediately prior to such payment in full or termination), and to exercise all voting and corporate or other organizational rights with respect to the Investment Property; provided, however, that no vote shall be cast or corporate or other organizational right exercised or other action taken which, in the Collateral Trustee’s reasonable judgment, would impair the Collateral or which would be inconsistent with or result in any violation of any provision of the IndentureTransaction Documents, this Agreement or any other Parity Lien Debt DocumentLoan Document (as defined in the Senior Credit Agreement) or any other Credit Documents (as defined in Annex A to each of the Participation Agreements). (b) Upon the occurrence and during the continuance of If an Event of Default, after Default shall occur and be continuing and the Collateral Trustee Agent shall have notified the Company give notice of the suspension of the rights of the Grantors under Section 6.3(a) above, then all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive and all rights of any Grantor its intent to exercise the voting and consensual rights and powers it is entitled to exercise, in each case pursuant Section 6.3(a) shall cease, and all such rights shall thereupon become vested in to the Collateral Trustee, including, without limitationrelevant Grantor or Grantors, (i) the Collateral Trustee Agent shall have the sole and exclusive right and authority to receive any and all cash dividends, payments or other Proceeds paid in respect of the Investment Property and make application thereof to the Obligations in such order as the order set forth in Section 6.7Collateral Agent may determine, and (ii) at the election of the Collateral Trustee any or all of the Investment Property shall be registered in the name of the Collateral Trustee Agent or its nominee, and (iii) the Collateral Trustee Agent or its nominee shall have the sole and exclusive right and power to may thereafter exercise (1x) all voting, corporate and other rights pertaining to such Investment Property at any meeting of shareholders, members or partners shareholders of the relevant Issuer or Issuers or otherwise and (2y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Investment Property as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Investment Property upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other organizational structure of any Issuer, or upon the exercise by any Grantor or the Collateral Trustee Agent of any right, privilege or option pertaining to such Investment Property, and in connection therewith, the right to deposit and deliver any and all of the Investment Property with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Trustee Agent may determine), all without liability except to account for property actually received by it, but the Collateral Trustee Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (c) In order to permit the Collateral Trustee to exercise the voting and other consensual rights that it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that it may be entitled to receive hereunder, in each case after the occurrence and during the continuation of an Event of Default, (i) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Trustee all such proxies, dividend payment orders and other instruments as the Collateral Trustee may from time to time reasonably request (acting upon the written direction of the Parity Lien Debt Representative and/or the Secured Parties) and (ii) without limiting the effect of clause (i) above, such Grantor hereby grants to the Collateral Trustee an irrevocable proxy to vote all or any part of the Investment Property and to exercise all other rights, powers, privileges and remedies to which a holder of the Investment Property would be entitled (including giving or withholding written consents of shareholders, partners or members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Investment Property on the record books of the Issuer thereof) by any other Person (including the Issuer of such Investment Property or any officer, manager or agent thereof) during the continuance of an Event of Default and which proxy shall only terminate upon the payment in full of the Obligations. (d) Each Grantor hereby authorizes and instructs each Issuer of any Investment Property pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Collateral Trustee Agent in writing that (1x) states that an Event of Default has occurred and is continuing and (2y) 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 TrusteeAgent.

Pledged Stock. (a) Unless an Event of Default shall have occurred and be continuing and the Revolving Collateral Trustee Agent shall (acting upon the written direction of the Parity Lien Debt Representative and/or the Secured Parties) have given notice to the Company that the rights relevant Pledgor of the Grantors under Revolving Collateral Agent’s intent to exercise its corresponding rights pursuant to subsection 6.3(b) of this Section 6.3(a) are being suspendedAgreement, each Grantor Pledgor shall be permitted to receive all cash dividends and distributions paid in respect of the Pledged Stock (subject to the last two sentences of subsection 5.3.1 of this Agreement) and all payments made in respect of the Pledged Notes, in each case paid in the normal course of business of the relevant Issuer and consistent with past practice, to the extent permitted in the Parity Lien Debt DocumentsRevolving Credit Agreement, and to exercise all voting and corporate or other organizational rights with respect to the Investment PropertyPledged Stock; provided, however, that no vote shall be cast or corporate or other organizational right exercised or such other action taken (other than in connection with a transaction expressly permitted by the Revolving Credit Agreement) which, in the Revolving Collateral TrusteeAgent’s reasonable judgment, would materially impair the Collateral Pledged Stock or the related rights or remedies of the Secured Parties or which would be inconsistent with or result in any violation of any provision of the IndentureRevolving Credit Agreement, this Agreement or any other Parity Lien Debt Loan Document. (b) Upon the occurrence and during the continuance of If an Event of Default, after Default shall occur and be continuing and the Revolving Collateral Trustee Agent shall have notified the Company give notice of the suspension of the rights of the Grantors under Section 6.3(a) above, then all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive and all rights of any Grantor its intent to exercise the voting and consensual rights and powers it is entitled to exercise, in each case pursuant Section 6.3(a) shall cease, and all such rights shall thereupon become vested in to the Collateral Trustee, including, without limitationrelevant Pledgor or Pledgors, (i) the Revolving Collateral Trustee Agent, the Term Collateral Agent, the ABL Collateral Agent, any Additional Agent or the Secured Party Representative, as applicable, in accordance with the Intercreditor Agreement, shall have the sole and exclusive right and authority to receive any and all cash dividends, payments or other Proceeds paid in respect of the Investment Property Pledged Stock and make application thereof to the Obligations of the relevant Pledgor in the such order set forth as is provided in Section 6.7subsection 6.5 of this Agreement, and (ii) at the election of the Collateral Trustee any or all of the Investment Property Pledged Stock shall be registered in the name of the Revolving Collateral Trustee Agent, the Term Collateral Agent, the ABL Collateral Agent, any Additional Agent or its nomineethe Secured Party Representative or the respective nominee of any thereof, as applicable, in accordance with the Intercreditor Agreement, and (iii) the Revolving Collateral Trustee Agent, the Term Collateral Agent, the ABL Collateral Agent, any Additional Agent or its the Secured Party Representative or the respective nominee shall have of any thereof, as applicable, in accordance with the sole and exclusive right and power to Intercreditor Agreement, may thereafter exercise (1x) all voting, corporate and other rights pertaining to such Investment Property Pledged Stock at any meeting of shareholders, members or partners shareholders of the relevant Issuer or Issuers or otherwise and (2y) any and all rights of conversion, exchange and exchange, subscription and any other rights, privileges or options pertaining to such Investment Property Pledged Stock as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Investment Property Pledged Stock upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other organizational structure of any Issuer, or upon the exercise by any Grantor the relevant Pledgor or the Revolving Collateral Trustee Agent, or the Term Collateral Agent, the ABL Collateral Agent, any Additional Agent or the Secured Party Representative, as applicable, in accordance with the Intercreditor Agreement, of any right, privilege or option pertaining to such Investment PropertyPledged Stock, and in connection therewith, the right to deposit and deliver any and all of the Investment Property Pledged Stock with any committee, depositarydepository, transfer agent, registrar or other designated agency upon such terms and conditions as the Revolving Collateral Trustee Agent, the Term Collateral Agent, the ABL Collateral Agent, any Additional Agent or the Secured Party Representative, as applicable, in accordance with the Intercreditor Agreement, may reasonably determine), all without liability (other than for its gross negligence or willful misconduct) except to account for property actually received by it, but the Revolving Collateral Trustee Agent, the Term Collateral Agent, the ABL Collateral Agent, any Additional Agent or the Secured Party Representative, as applicable, in accordance with the Inter-creditor Agreement, shall have no duty duty, to any Grantor Pledgor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing, provided that the Revolving Collateral Agent, the Term Collateral Agent, the ABL Collateral Agent, any Additional Agent or the Secured Party Representative, as applicable, in accordance with the Inter-creditor Agreement, shall not exercise any voting or other consensual rights pertaining to the Pledged Stock in any way that would constitute an exercise of the remedies described in subsection 6.6 hereof other than in accordance with subsection 6.6 hereof. (c) In order to permit the Collateral Trustee to exercise the voting and other consensual rights that it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that it may be entitled to receive hereunder, in each case after the occurrence and during the continuation of an Event of Default, (i) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Trustee all such proxies, dividend payment orders and other instruments as the Collateral Trustee may from time to time reasonably request (acting upon the written direction of the Parity Lien Debt Representative and/or the Secured Parties) and (ii) without limiting the effect of clause (i) above, such Grantor hereby grants to the Collateral Trustee an irrevocable proxy to vote all or any part of the Investment Property and to exercise all other rights, powers, privileges and remedies to which a holder of the Investment Property would be entitled (including giving or withholding written consents of shareholders, partners or members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Investment Property on the record books of the Issuer thereof) by any other Person (including the Issuer of such Investment Property or any officer, manager or agent thereof) during the continuance of an Event of Default and which proxy shall only terminate upon the payment in full of the Obligations. (d) Each Grantor Pledgor hereby authorizes and instructs each Issuer or maker of any Investment Property Pledged Securities pledged by such Grantor Pledgor hereunder to (i) comply with any instruction received by it from the Revolving Collateral Trustee Agent in writing that (1x) states that an Event of Default has occurred and is continuing and (2y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such GrantorPledgor, and each Grantor Pledgor agrees that each Issuer or maker 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 Pledged Securities directly to the Revolving Collateral TrusteeAgent.

Pledged Stock. (a) Unless an Event of Default shall have occurred and be continuing and the Collateral Trustee Agent shall (acting upon the written direction of the Parity Lien Debt Representative and/or the Secured Parties) have given notice to the Company that the rights relevant Grantor of the Grantors under this Collateral Agent’s intent to exercise its corresponding rights pursuant to Section 6.3(a) are being suspended6.3(b), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Stock and all payments made in respect of the Pledged Notes, in each case paid in the normal course of business of the relevant Issuer and consistent with past practiceIssuer, to the extent permitted in the Parity Lien Debt DocumentsSenior Credit Agreement (or, if the Senior Credit Agreement shall have been paid in full or terminated, by the last version of the Senior Credit Agreement as in effect immediately prior to such payment in full or termination), and to exercise all voting and corporate or other organizational rights with respect to the Investment Property; provided, however, that no vote shall be cast or corporate or other organizational right exercised or other action taken which, in the Collateral Trustee’s reasonable judgment, would impair the Collateral or which would be inconsistent with or result in any violation of any provision of the IndentureTransaction Documents, this Agreement or any other Parity Lien Debt DocumentLoan Document (as defined in the Senior Credit Agreement) or any other Credit Documents (as defined in Annex A to each of the Participation Agreements). (b) Upon the occurrence and during the continuance of If an Event of Default, after Default shall occur and be continuing and the Collateral Trustee Agent shall have notified the Company give notice of the suspension of the rights of the Grantors under Section 6.3(a) above, then all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive and all rights of any Grantor its intent to exercise the voting and consensual rights and powers it is entitled to exercise, in each case pursuant Section 6.3(a) shall cease, and all such rights shall thereupon become vested in to the Collateral Trustee, including, without limitationrelevant Grantor or Grantors, (i) the Collateral Trustee Agent shall have the sole and exclusive right and authority to receive any and all cash dividends, payments or other Proceeds paid in respect of the Investment Property and make application thereof to the Obligations in such order as the order set forth in Section 6.7Collateral Agent may determine, and (ii) at the election of the Collateral Trustee any or all of the Investment Property shall be registered in the name of the Collateral Trustee Agent or its nominee, and (iii) the Collateral Trustee Agent or its nominee shall have the sole and exclusive right and power to may thereafter exercise (1x) all voting, corporate and other rights pertaining to such Investment Property at any meeting of shareholders, members or partners shareholders of the relevant Issuer or Issuers or otherwise and (2y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Investment Property as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Investment Property upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other organizational structure of any Issuer, or upon the exercise by any Grantor or the Collateral Trustee Agent of any right, privilege or option pertaining to such Investment Property, and in connection therewith, the right to deposit and deliver any and all of the Investment Property with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Trustee Agent may determine), all without liability except to account for property actually received by it, but the Collateral Trustee Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (c) In order to permit the Collateral Trustee to exercise the voting and other consensual rights that it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that it may be entitled to receive hereunder, in each case after the occurrence and during the continuation of an Event of Default, (i) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Trustee all such proxies, dividend payment orders and other instruments as the Collateral Trustee may from time to time reasonably request (acting upon the written direction of the Parity Lien Debt Representative and/or the Secured Parties) and (ii) without limiting the effect of clause (i) above, such Grantor hereby grants to the Collateral Trustee an irrevocable proxy to vote all or any part of the Investment Property and to exercise all other rights, powers, privileges and remedies to which a holder of the Investment Property would be entitled (including giving or withholding written consents of shareholders, partners or members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Investment Property on the record books of the Issuer thereof) by any other Person (including the Issuer of such Investment Property or any officer, manager or agent thereof) during the continuance of an Event of Default and which proxy shall only terminate upon the payment in full of the Obligations. (d) Each Grantor hereby authorizes and instructs each Issuer of any Investment Property pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Collateral Trustee Agent in writing that (1x) states that an Event of Default has occurred and is continuing and (2y) 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 TrusteeAgent.

Pledged Stock. (a) Unless an Event of Default shall have occurred and be continuing and the Collateral Trustee Administrative Agent shall (acting upon the written direction unless such Event of Default is an Event of Default specified in Section 11(f) of the Parity Lien Debt Representative and/or the Secured PartiesCredit Agreement, in which case no such notice need be given) have given notice to the Company that the rights relevant Grantor of the Grantors under this Administrative Agent's intent to exercise its corresponding rights pursuant to Section 6.3(a) are being suspended5.3(b), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Stock and all payments made in respect of the Pledged Notes, in each case paid in the normal course of business of the relevant Issuer and consistent with past practice, to the extent permitted in the Parity Lien Debt DocumentsCredit Agreement, and to exercise all voting and corporate or other organizational rights with respect to the Investment PropertyPledged Securities; providedPROVIDED, howeverHOWEVER, that no vote shall be cast or corporate or other organizational right exercised or other action taken which, in the Collateral Trustee’s Administrative Agent's reasonable judgment, would impair the Collateral or which would be inconsistent with or result in any violation of any provision of the IndentureCredit Agreement, this Agreement or any other Parity Lien Debt Loan Document. (b) Upon the occurrence and during the continuance of If an Event of Default, after Default shall occur and be continuing and the Collateral Trustee Administrative Agent shall have notified the Company (unless such Event of Default is an Event of Default specified in Section 11(f) of the suspension Credit Agreement in which case no such notice need be given) give notice of the rights of the Grantors under Section 6.3(a) above, then all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive and all rights of any Grantor its intent to exercise the voting and consensual rights and powers it is entitled to exercise, in each case pursuant Section 6.3(a) shall cease, and all such rights shall thereupon become vested in to the Collateral Trustee, including, without limitationrelevant Grantor or Grantors, (i) the Collateral Trustee Administrative Agent shall have the sole and exclusive right and authority to receive any and all cash dividends, payments or other Proceeds paid in respect of the Investment Property Pledged Securities and make application thereof to the Secured Obligations in the order set forth in accordance with Section 6.75.5, and (ii) at the election of the Collateral Trustee any or all of the Investment Property Pledged Securities shall be registered in the name of the Collateral Trustee Administrative Agent or its nominee, and (iii) the Collateral Trustee Administrative Agent or its nominee shall have the sole and exclusive right and power to may thereafter exercise (1x) all voting, corporate and other rights pertaining to such Investment Property Pledged Securities at any meeting of shareholders, members or partners shareholders of the relevant Issuer or Issuers or otherwise and (2y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Investment Property Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Investment Property Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other organizational structure of any Issuer, or upon the exercise by any Grantor or the Collateral Trustee Administrative Agent of any right, privilege or option pertaining to such Investment PropertyPledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Investment Property Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Trustee Administrative Agent may determine), all without liability except to account for property actually received by itit and except for its gross negligence and wilful misconduct, but the Collateral Trustee Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (c) In order to permit the Collateral Trustee to exercise the voting and other consensual rights that it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that it may be entitled to receive hereunder, in each case after the occurrence and during the continuation of an Event of Default, (i) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Trustee all such proxies, dividend payment orders and other instruments as the Collateral Trustee may from time to time reasonably request (acting upon the written direction of the Parity Lien Debt Representative and/or the Secured Parties) and (ii) without limiting the effect of clause (i) above, such Grantor hereby grants to the Collateral Trustee an irrevocable proxy to vote all or any part of the Investment Property and to exercise all other rights, powers, privileges and remedies to which a holder of the Investment Property would be entitled (including giving or withholding written consents of shareholders, partners or members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Investment Property on the record books of the Issuer thereof) by any other Person (including the Issuer of such Investment Property or any officer, manager or agent thereof) during the continuance of an Event of Default and which proxy shall only terminate upon the payment in full of the Obligations. (d) Each Grantor hereby authorizes and instructs each Issuer of any Investment Property Pledged Securities pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Collateral Trustee Administrative Agent in writing that (1x) states that an Event of Default has occurred and is continuing and (2y) 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 Pledged Securities directly to the Collateral TrusteeAdministrative Agent.

Pledged Stock. (a) Unless an Event of Default shall have occurred and be continuing and the ABL Collateral Trustee Agent shall (acting upon the written direction of the Parity Lien Debt Representative and/or the Secured Parties) have given notice to the Company that the rights relevant U.S. Pledgor of the Grantors under this Section 6.3(a) are being suspendedABL Collateral Agent’s intent to exercise its corresponding rights pursuant to subsection 6.3(b), each Grantor U.S. Pledgor shall be permitted to receive all cash dividends and distributions paid in respect of the Pledged Stock (subject to the last two sentences of subsection 5.3.1) and all payments made in respect of the Pledged Notes, in each case paid in the normal course of business of the relevant Issuer and consistent with past practice, to the extent permitted in the Parity Lien Debt DocumentsABL Credit Agreement, and to exercise all voting and corporate or other organizational rights with respect to the Investment PropertyPledged Stock; provided, however, that no vote shall be cast or corporate or other organizational right exercised or such other action taken whichwhich is prohibited by, in the Collateral Trustee’s reasonable judgment, or would impair the Collateral or which would be inconsistent with or result in any violation of of, any provision of the IndentureABL Credit Agreement, this Agreement or any other Parity Lien Debt Loan Document. (b) Upon the occurrence and during the continuance of If an Event of Default, after Default shall occur and be continuing and the ABL Collateral Trustee Agent shall have notified the Company give written notice of the suspension of the rights of the Grantors under Section 6.3(a) above, then all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive and all rights of any Grantor its intent to exercise the voting and consensual rights and powers it is entitled to exercise, in each case pursuant Section 6.3(a) shall cease, and all such rights shall thereupon become vested in to the Collateral Trustee, including, without limitationrelevant U.S. Pledgor or U.S. Pledgors, (i) the ABL Collateral Trustee Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with the terms of any applicable Intercreditor Agreement, shall have the sole and exclusive right and authority right, except in the case of ULC Shares, to receive any and all cash dividends, payments or other Proceeds paid in respect of the Investment Property Pledged Stock and make application thereof to the Obligations of the relevant U.S. Pledgor as provided in the order set forth in Section 6.7ABL Credit Agreement consistent with subsection 6.5, and (ii) at except in the election case of the Collateral Trustee ULC Shares, any or all of the Investment Property Pledged Stock shall be registered in the name of the ABL Collateral Trustee Agent, the applicable Collateral Representative or any Additional Agent, or the respective nominee of any thereof, as applicable, in accordance with the terms of any applicable Intercreditor Agreement, and the ABL Collateral Agent, the Collateral Representative or any Additional Agent, or acting through its respective nominee, and (iii) as applicable, in accordance with the Collateral Trustee or its nominee shall have the sole and exclusive right and power to terms of any applicable Intercreditor Agreement, may thereafter exercise (1x) except in the case of ULC Shares, all voting, corporate and other rights pertaining to such Investment Property Pledged Stock at any meeting of shareholders, members or partners shareholders of the relevant Issuer or Issuers or otherwise and (2y) except in the case of ULC Shares, any and all rights of conversion, exchange and exchange, subscription and any other rights, privileges or options pertaining to such Investment Property Pledged Stock as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Investment Property Pledged Stock other than ULC Shares upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other organizational structure of any Issuer, or upon the exercise by any Grantor the relevant U.S. Pledgor or the ABL Collateral Trustee Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with the terms of any applicable Intercreditor Agreement, of any right, privilege or option pertaining to such Investment PropertyPledged Stock other than ULC Shares, and in connection therewith, the right to deposit and deliver any and all of the Investment Property Pledged Stock other than ULC Shares with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the ABL Collateral Trustee Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with the terms of any applicable Intercreditor Agreement, may reasonably determine), all without liability (other than for its gross negligence or willful misconduct) except to account for property actually received by it, but the ABL Collateral Trustee Agent, the applicable Collateral Representative or any Additional Agent, as applicable, shall have no duty to any Grantor U.S. Pledgor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing, provided that the ABL Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, shall not exercise any voting or other consensual rights pertaining to the Pledged Stock in any way that would constitute an exercise of the remedies described in subsection 6.6 other than in accordance with subsection 6.6. (c) In order to permit the Collateral Trustee to exercise the voting and other consensual rights that it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that it may be entitled to receive hereunder, in each case after the occurrence and during the continuation of an Event of Default, (i) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Trustee all such proxies, dividend payment orders and other instruments as the Collateral Trustee may from time to time reasonably request (acting upon the written direction of the Parity Lien Debt Representative and/or the Secured Parties) and (ii) without limiting the effect of clause (i) above, such Grantor hereby grants to the Collateral Trustee an irrevocable proxy to vote all or any part of the Investment Property and to exercise all other rights, powers, privileges and remedies to which a holder of the Investment Property would be entitled (including giving or withholding written consents of shareholders, partners or members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Investment Property on the record books of the Issuer thereof) by any other Person (including the Issuer of such Investment Property or any officer, manager or agent thereof) during the continuance of an Event of Default and which proxy shall only terminate upon the payment in full of the Obligations. (d) Each Grantor U.S. Pledgor hereby authorizes and instructs each Issuer or maker of any Investment Property Pledged Securities pledged by such Grantor U.S. Pledgor hereunder other than ULC Shares to, subject to any applicable Intercreditor Agreement, (i) comply with any instruction received by it from the ABL Collateral Trustee Agent in writing with respect to Capital Stock in such Issuer that (1x) states that an Event of Default has occurred and is continuing and (2y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such GrantorU.S. Pledgor, and each Grantor U.S. Pledgor agrees that each Issuer or maker 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 Pledged Securities directly to the ABL Collateral TrusteeAgent.

Pledged Stock. (a) Unless an Event of Default shall have occurred and be continuing and the Collateral Trustee Agent shall (acting upon the written direction of the Parity Lien Debt Representative and/or the Secured Parties) have given notice to the Company that the rights Borrower of the Grantors Collateral Agent’s intent to exercise its corresponding rights pursuant to Section 5.1(b) (provided that no such notice shall be required in the case of an Event of Default under this Section 6.3(a8(f)(i) are being suspendedor (ii) of the Credit Agreement or Sections 11(g) or (h) of the Note Purchase Agreement), each Grantor the Borrower shall be permitted to receive all cash dividends and other distributions paid in respect of the Pledged Stock and all payments made in respect of the Pledged Notes, in each case paid in the normal course of business of the relevant Issuer and consistent with past practice, to the extent permitted in the Parity Lien Debt Senior Documents, and to exercise all voting and corporate or other organizational rights with respect to the Investment Property; provided, however, that no vote shall be cast or corporate or other organizational right exercised or other action taken which, in the Collateral TrusteeAgent’s reasonable judgment, would impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Indenture, this Agreement or any other Parity Lien Debt Senior Document. (b) Upon If an Event of Default shall occur and be continuing and the occurrence and during Collateral Agent shall give notice of its intent to exercise such rights to the continuance Borrower (provided that no such notice shall be required in the case of an Event of Default, after the Collateral Trustee shall have notified the Company Default under Section 8(f)(i) or (ii) of the suspension Credit Agreement or Sections 11(g) or (h) of the rights of the Grantors under Section 6.3(a) above, then all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive and all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise, in each case pursuant Section 6.3(a) shall cease, and all such rights shall thereupon become vested in the Collateral Trustee, including, without limitationNote Purchase Agreement), (i) except as otherwise expressly permitted by the Senior Documents, the Collateral Trustee Agent shall have the sole and exclusive right and authority to receive any and all cash dividends, payments or other Proceeds paid in respect of the Investment Property and make application thereof to the Obligations subject to the Intercreditor Agreement, in such order as the order set forth in Section 6.7Collateral Agent may determine, and (ii) at the election of the Collateral Trustee subject to clause (d) below, any or all of the Investment Property shall be registered in the name of the Collateral Trustee Agent or its nominee, and (iii) the Collateral Trustee Agent or its nominee shall have the sole and exclusive right and power to may thereafter exercise (1x) all voting, corporate and other rights pertaining to such Investment Property at any meeting of shareholders, members or partners shareholders of the relevant Issuer or Issuers or otherwise and (2y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Investment Property as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Investment Property upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other organizational structure of any Issuer, or upon the exercise by any Grantor the Borrower or the Collateral Trustee Agent of any right, privilege or option pertaining to such Investment Property, and in connection therewith, the right to deposit and deliver any and all of the Investment Property with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Trustee Agent may determine), all without liability except to account for property actually received by it, but the Collateral Trustee Agent shall have no duty to any Grantor the Borrower to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (c) In order to permit the Collateral Trustee to exercise the voting and other consensual rights that it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that it may be entitled to receive hereunder, in each case after the occurrence and during the continuation of an Event of Default, (i) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Trustee all such proxies, dividend payment orders and other instruments as the Collateral Trustee may from time to time reasonably request (acting upon the written direction of the Parity Lien Debt Representative and/or the Secured Parties) and (ii) without limiting the effect of clause (i) above, such Grantor hereby grants to the Collateral Trustee an irrevocable proxy to vote all or any part of the Investment Property and to exercise all other rights, powers, privileges and remedies to which a holder of the Investment Property would be entitled (including giving or withholding written consents of shareholders, partners or members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Investment Property on the record books of the Issuer thereof) by any other Person (including the Issuer of such Investment Property or any officer, manager or agent thereof) during the continuance of an Event of Default and which proxy shall only terminate upon the payment in full of the Obligations. (d) Each Grantor The Borrower hereby authorizes and instructs each Issuer of any Investment Property Pledged Stock pledged by such Grantor the Borrower hereunder to (i) comply with any instruction received by it from the Collateral Trustee Agent in writing that (1x) states that an Event of Default has occurred and is continuing and (2y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantorthe Borrower, and each Grantor the Borrower 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 Pledged Stock directly to the Collateral TrusteeAgent. (d) Anything in Section 5.1(b)(ii) or any other provision of this Agreement notwithstanding, in no event shall the Collateral Agent take any voting, remedial or other action with respect to any Collateral constituting Capital Stock of Peoples unless and until all authorizations, approvals and other actions by, and all notices to and filings with, all Governmental Authorities necessary under any Requirement of Law have been obtained, taken and made, as applicable (including without limitation the prior filing with and approval of the Pennsylvania Public Utility Commission).

Pledged Stock. (a) Unless an Event of Default shall have occurred and be continuing and the Collateral Trustee Agent shall (acting upon the written direction of the Parity Lien Debt Representative and/or the Secured Parties) have given notice to the Company that the rights relevant Pledgor of the Grantors under this Collateral Agent’s intent to exercise its corresponding rights pursuant to Section 6.3(a) are being suspended6.3(b), each Grantor Pledgor shall be permitted to receive all cash dividends and distributions paid in respect of the Pledged Stock (subject to the last two sentences of Section 5.3.1 of this Agreement) and all payments made in respect of the Pledged Notes, in each case paid in the normal course of business of the relevant Issuer and consistent with past practice, to the extent permitted in the Parity Lien Debt DocumentsCredit Agreement, and to exercise all voting and corporate or other organizational rights with respect to the Investment Property; provided, however, that no vote shall be cast or corporate or other organizational right exercised or other action taken which, in the Collateral Trustee’s reasonable judgment, would impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Indenture, this Agreement or any other Parity Lien Debt DocumentPledged Stock. (b) Upon the occurrence and during the continuance of If an Event of Default, after Default shall occur and be continuing and the Collateral Trustee Agent shall have notified the Company give written notice of the suspension of the rights of the Grantors under Section 6.3(a) above, then all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive and all rights of any Grantor its intent to exercise the voting and consensual rights and powers it is entitled to exercise, in each case pursuant Section 6.3(a) shall cease, and all such rights shall thereupon become vested in to the Collateral Trustee, including, without limitationrelevant Pledgor or Pledgors, (i) the Collateral Trustee Agent, or the Term Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with the terms of each applicable Intercreditor Agreement, shall have the sole and exclusive right and authority to receive any and all cash dividends, payments or other Proceeds paid in respect of the Investment Property Pledged Stock and make application thereof to the Obligations of the relevant Pledgor as and in the such order set forth as is provided in Section 6.76.5, and (ii) at the election of the Collateral Trustee any or all of the Investment Property Pledged Stock shall be registered in the name of the Collateral Trustee Agent, or the Term Collateral Agent, the applicable Collateral Representative or any Additional Agent, or the respective nominee thereof, and the Collateral Agent, the Term Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable through its respective nominee, and (iii) if applicable, in accordance with the Collateral Trustee or its nominee shall have the sole and exclusive right and power to terms of each applicable Intercreditor Agreement, may thereafter exercise (1x) all voting, corporate and other rights pertaining to such Investment Property Pledged Stock at any meeting of shareholders, members or partners shareholders of the relevant Issuer or Issuers or otherwise and (2y) any and all rights of conversion, exchange and exchange, subscription and any other rights, privileges or options pertaining to such Investment Property Pledged Stock as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Investment Property Pledged Stock upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other organizational structure of any Issuer, or upon the exercise by any Grantor the relevant Pledgor or the Collateral Trustee Agent, or the Term Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with the terms of each applicable Intercreditor Agreement, of any right, privilege or option pertaining to such Investment PropertyPledged Stock, and in connection therewith, the right to deposit and deliver any and all of the Investment Property Pledged Stock with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Trustee Agent, or the Term Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable in accordance with the terms of each applicable Intercreditor Agreement, may reasonably determine), all without liability to the maximum extent permitted by applicable law (other than for its gross negligence or willful misconduct) except to account for property actually received by it, but the Collateral Trustee Agent, or the Term Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with the terms of each applicable Intercreditor Agreement, shall have no duty duty, to any Grantor Pledgor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing, provided that the Collateral Agent or the Term Collateral Agent, the applicable Collateral Representative or any Additional Agent, as applicable in accordance with the terms of the Intercreditor Agreements, shall not exercise any voting or other consensual rights pertaining to the Pledged Stock in any way that would constitute an exercise of the remedies described in Section 6.6 other than in accordance with Section 6.6. (c) In order to permit the Collateral Trustee to exercise the voting and other consensual rights that it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that it may be entitled to receive hereunder, in each case after the occurrence and during the continuation of an Event of Default, (i) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Trustee all such proxies, dividend payment orders and other instruments as the Collateral Trustee may from time to time reasonably request (acting upon the written direction of the Parity Lien Debt Representative and/or the Secured Parties) and (ii) without limiting the effect of clause (i) above, such Grantor hereby grants to the Collateral Trustee an irrevocable proxy to vote all or any part of the Investment Property and to exercise all other rights, powers, privileges and remedies to which a holder of the Investment Property would be entitled (including giving or withholding written consents of shareholders, partners or members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Investment Property on the record books of the Issuer thereof) by any other Person (including the Issuer of such Investment Property or any officer, manager or agent thereof) during the continuance of an Event of Default and which proxy shall only terminate upon the payment in full of the Obligations. (d) Each Grantor Pledgor hereby authorizes and instructs each Issuer or maker of any Investment Property Pledged Securities pledged by such Grantor Pledgor hereunder to (i) comply with any instruction received by it from the Collateral Trustee Agent in writing with respect to Capital Stock in such Issuer that (1x) states that an Event of Default has occurred and is continuing and (2y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such GrantorPledgor, and each Grantor Pledgor agrees that each Issuer or maker 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 Pledged Securities directly to the Collateral TrusteeAgent.

Pledged Stock. (a) Unless an Event of Default shall have occurred and be continuing and the Collateral Trustee Agent shall (acting upon the written direction of the Parity Lien Debt Representative and/or the Secured Parties) have given notice (which notice need not be given if any of the events of the type described in paragraphs (g) and (h) of Article VII of the Credit Agreement shall have occurred with respect to such Grantor) to the Company that the rights relevant Grantor of the Grantors under this Collateral Agent's intent to exercise its corresponding rights pursuant to Section 6.3(a) are being suspended6.3(b), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Stock and all payments made in respect of the Pledged Notes, in each case paid in the normal course of business of the relevant Issuer and consistent with past practice, to the extent permitted in the Parity Lien Debt DocumentsCredit Agreement, and to exercise all voting and corporate or other organizational rights with respect to the Investment Property; provided, however, that no vote shall be cast or corporate or other organizational right exercised or other action taken which, in the Collateral Trustee’s Agent's reasonable judgment, would materially impair the Collateral or which would be inconsistent with or result in any violation of any provision of the IndentureCredit Agreement, this Agreement or any other Parity Lien Debt Loan Document. (ba) Upon the occurrence and during the continuance of If an Event of Default, after Default shall occur and be continuing and the Collateral Trustee Agent shall give notice (which notice need not be given if any of the events of the type described in paragraphs (g) and (h) of Article VII of the Credit Agreement shall have notified the Company occurred with respect to such Grantor) of the suspension of the rights of the Grantors under Section 6.3(a) above, then all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive and all rights of any Grantor its intent to exercise the voting and consensual rights and powers it is entitled to exercise, in each case pursuant Section 6.3(a) shall cease, and all such rights shall thereupon become vested in to the Collateral Trustee, including, without limitationrelevant Grantor or Grantors, (i) the Collateral Trustee Agent shall have the sole and exclusive right and authority to receive any and all cash dividends, payments or other Proceeds paid in respect of the Investment Property and make application thereof to the Obligations in the order manner set forth in Section 6.76.5, and (ii) at the election of the Collateral Trustee any or all of the Investment Property shall be registered in the name of the Collateral Trustee Agent or its nominee, and (iii) the Collateral Trustee Agent or its nominee shall have the sole and exclusive right and power to may thereafter exercise (1x) all voting, corporate and other rights pertaining to such Investment Property at any meeting of shareholders, members or partners shareholders of the relevant Issuer or Issuers or otherwise and (2y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Investment Property as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Investment Property upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other organizational structure of any Issuer, or upon the exercise by any Grantor or the Collateral Trustee Agent of any right, privilege or option pertaining to such Investment Property, and in connection therewith, the right to deposit and deliver any and all of the Investment Property with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Trustee Agent may determine), all without liability except to account for property actually received by itit and for any acts of gross negligence or willful misconduct with respect to such property, but the Collateral Trustee Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doingdoing except for any acts of gross negligence or willful misconduct in connection with such exercise, failure or delay. (c) In order to permit the Collateral Trustee to exercise the voting and other consensual rights that it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that it may be entitled to receive hereunder, in each case after the occurrence and during the continuation of an Event of Default, (i) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Trustee all such proxies, dividend payment orders and other instruments as the Collateral Trustee may from time to time reasonably request (acting upon the written direction of the Parity Lien Debt Representative and/or the Secured Parties) and (ii) without limiting the effect of clause (i) above, such Grantor hereby grants to the Collateral Trustee an irrevocable proxy to vote all or any part of the Investment Property and to exercise all other rights, powers, privileges and remedies to which a holder of the Investment Property would be entitled (including giving or withholding written consents of shareholders, partners or members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Investment Property on the record books of the Issuer thereof) by any other Person (including the Issuer of such Investment Property or any officer, manager or agent thereof) during the continuance of an Event of Default and which proxy shall only terminate upon the payment in full of the Obligations. (db) Each Grantor hereby authorizes and instructs each Issuer of any Investment Property pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Collateral Trustee Agent in writing that (1x) states that an Event of Default has occurred and is continuing and (2y) 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 TrusteeAgent.