Common use of Use and Disposition of Collateral Clause in Contracts

Use and Disposition of Collateral. (a) None of the Grantors shall make or permit to be made an assignment, pledge or hypothecation of any Collateral or Collateral Assets or shall grant any other Lien in respect of the Collateral or Collateral Assets or enter into any arrangement providing for a restriction on transfer of or option or claim with respect to any Collateral or Collateral Assets, except that granted under the Collateral Documents and as expressly permitted by each of the Secured Creditor Documents. None of the Grantors shall make or permit to be made any transfer of the Collateral or Collateral Assets and each Grantor shall remain at all times in possession of the Collateral or Collateral Assets owned by it, except that (x) inventory may be sold, kept in transit or in another location for repairs, in each case in the ordinary course of business and (y) subject to the terms and conditions of the Secured Creditor Documents and the Collateral Documents, and unless a Collateral Event of Default has occurred and is continuing and the Collateral and Intercreditor Agent has given notice or taken action in accordance with the terms of this Agreement and the other Collateral Documents, each Grantor may (i) receive all cash dividends, interest and other payments made upon or in respect of the Pledged Stock (if any) and exercise any voting and other rights in respect thereof (other than as contemplated by the Mexican Stock Pledges, if and when executed), (ii) generally remain in possession of and retain exclusive control over the Collateral (other than any amounts that are the proceeds of a Collateral Asset Sale or an Event of Loss relating to the Collateral), (iii) freely operate the Collateral, to replace machinery and equipment and to sell or otherwise dispose of inventory and other Collateral (including, with respect to cash constituting Collateral by virtue of being proceeds under a Collateral Document (other than the Net Cash Proceeds from a Collateral Asset Sale or an Event of Loss) to pay dividends or make investments or loans), and (iv) collect, invest and dispose of any income in respect of any Collateral, in each case in the ordinary course of business. (b) Each Grantor shall, at all times, make or cause to be made such expenditures by means of renewals, replacements, repairs, maintenance or otherwise take such action as shall be necessary to maintain, preserve and keep all of its Real Property and machinery and equipment comprising Collateral or Collateral Assets in good working order, condition and repair (ordinary wear and tear excepted), in a state of good operating efficiency, and shall not commit any waste on or with respect to any such Collateral or Collateral Asset that has the effect of reducing materially the value of such Collateral or Collateral Asset or any other Collateral or Collateral Asset.

Use and Disposition of Collateral. (a) None of the Grantors Borrower shall not make or permit to be made an any assignment, pledge or hypothecation of any the Collateral other than Permitted Liens, or Collateral Assets or shall grant any other Lien security interest in respect of the Collateral or Collateral Assets or enter into any arrangement providing except for a restriction on transfer of or option or claim with respect to any Collateral or Collateral Assets, except that granted under the Collateral Documents Security Interest and as expressly permitted by each of the Secured Creditor DocumentsPermitted Liens. None of the Grantors Borrower shall not make or permit to be made any transfer of any Collateral, except in the Collateral or Collateral Assets ordinary course of business, and each Grantor Borrower shall remain at all times in possession of the Collateral or Collateral Assets owned by itit other than transfers to the Agent pursuant to the provisions hereof and as otherwise provided in this Agreement. The Agent shall have the right, except that (x) inventory may be soldas the true and lawful agent of the Borrower, kept in transit or in another location with power of substitution for repairs, in each case the Borrower and in the ordinary course Borrower's name, the Agent's name or otherwise, for the use and benefit of business the Agent and the Investors and solely to effect the purposes of this Agreement, (yi) subject to endorse the Borrower's name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment with respect to the terms and conditions Collateral that may come into its possession; (ii) to sign the name of the Secured Creditor Documents and the Collateral Documents, and unless a Collateral Event Borrower on any invoice relating to any of Default has occurred and is continuing and the Collateral and Intercreditor Agent has given notice or taken action in accordance with (iii) upon the terms occurrence and during the continuance of an event of default under this Agreement and or under the other Collateral Documents, each Grantor may (i) receive all cash dividends, interest and other payments made upon or in respect of the Pledged Stock (if any) and exercise any voting and other rights in respect thereof (other than as contemplated by the Mexican Stock Pledges, if and when executed)Note, (iiA) generally remain in possession to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences or instruments of and retain exclusive control over the Collateral (other than any amounts that are the proceeds of a Collateral Asset Sale or an Event of Loss payment relating to the Collateral)Collateral or any part thereof, and Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed, (iiiB) freely operate to demand, collect, receive payment of, give receipt for, extend the Collateraltime of payment of and give discharges and releases of all or any of the Collateral and/or release the obligor thereon, (C) to replace machinery commence and equipment prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to sell collect or otherwise dispose realize on all or any of inventory and other the Collateral (including, with respect or to cash constituting Collateral by virtue of being proceeds under a Collateral Document (other than the Net Cash Proceeds from a Collateral Asset Sale or an Event of Loss) to pay dividends or make investments or loans), and (iv) collect, invest and dispose of enforce any income rights in respect of any Collateral, in each case in (D) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to or pertaining to all or any of the ordinary course of business. Collateral, and (bH) Each Grantor shallto use, at all timessell, assign, transfer, pledge, make or cause to be made such expenditures by means of renewals, replacements, repairs, maintenance or otherwise take such action as shall be necessary to maintain, preserve and keep all of its Real Property and machinery and equipment comprising Collateral or Collateral Assets in good working order, condition and repair (ordinary wear and tear excepted), in a state of good operating efficiency, and shall not commit any waste on or agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Agent were the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Agent or any Investor to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Agent or such Investor or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken by the Agent or any Investor or omitted to be taken with respect to the Collateral Asset or any part thereof shall give rise to any defense, counterclaim or offset in favor of Borrower or to any claim or action against the Agent or any Investor in the absence of the gross negligence or willful misconduct of the Agent or such Investor; and provided further that, the Agent shall at all times act reasonably and in good faith. It is understood and agreed that has the effect appointment of reducing materially the value Agent as the agent of the Borrower for the purposes set forth above in this Section 5(f) is coupled with an interest and is irrevocable. The provisions of this Section 5(f) shall in no event relieve Borrower of any of its obligations hereunder with respect to the Collateral or any part thereof (other than obligations which are impaired as a result of actions taken by the Agent pursuant to this Section 5(f)) or impose any obligation on the Agent or any Investor to proceed in any particular manner with respect to the Collateral or any part thereof, or in any way limit the exercise by the Agent or any Investor of any other or further right which it may have on the date of this Agreement or hereafter, whether hereunder or by law or otherwise. Anytime action is taken under this Section 5(f), prompt written notice of such Collateral or Collateral Asset or any other Collateral or Collateral Assetaction shall be provided to Borrower by Agent.

Use and Disposition of Collateral. (a) None of the Grantors Borrower shall not make or permit to be made an any assignment, pledge or hypothecation of any the Collateral other than Permitted Liens or Collateral Assets as permitted by Section 5(a) above, or shall grant any other Lien security interest in respect of the Collateral or Collateral Assets or enter into any arrangement providing except for a restriction on transfer of or option or claim with respect to any Collateral or Collateral Assets, except that granted under the Collateral Documents Security Interest and as expressly permitted by each of the Secured Creditor DocumentsPermitted Liens. None of the Grantors Borrower shall not make or permit to be made any transfer of any Collateral, except in the Collateral ordinary course of business or Collateral Assets as permitted by Section 5(a) above, and each Grantor Borrower shall remain at all times in possession of the Collateral or Collateral Assets owned by itit other than transfers to the Agent pursuant to the provisions hereof and as otherwise provided in this Agreement. The Agent shall have the right, except that (x) inventory may be soldas the true and lawful agent of the Borrower, kept in transit or in another location with power of substitution for repairs, in each case the Borrower and in the ordinary course Borrower’s name, the Agent’s name or otherwise, for the use and benefit of business the Agent and the Investors and solely to effect the purposes of this Agreement, (yi) subject to endorse the Borrower’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment with respect to the terms and conditions Collateral that may come into its possession; (ii) to sign the name of the Secured Creditor Documents and the Collateral Documents, and unless a Collateral Event Borrower on any invoice relating to any of Default has occurred and is continuing and the Collateral and Intercreditor Agent has given notice or taken action in accordance with (iii) upon the terms occurrence and during the continuance of an event of default under this Agreement and or under the other Collateral Documents, each Grantor may (i) receive all cash dividends, interest and other payments made upon or in respect of the Pledged Stock (if any) and exercise any voting and other rights in respect thereof (other than as contemplated by the Mexican Stock Pledges, if and when executed)Note, (iiA) generally remain in possession to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences or instruments of and retain exclusive control over the Collateral (other than any amounts that are the proceeds of a Collateral Asset Sale or an Event of Loss payment relating to the Collateral)Collateral or any part thereof, and Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed, (iiiB) freely operate to demand, collect, receive payment of, give receipt for, extend the Collateraltime of payment of and give discharges and releases of all or any of the Collateral and/or release the obligor thereon, (C) to replace machinery commence and equipment prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to sell collect or otherwise dispose realize on all or any of inventory and other the Collateral (including, with respect or to cash constituting Collateral by virtue of being proceeds under a Collateral Document (other than the Net Cash Proceeds from a Collateral Asset Sale or an Event of Loss) to pay dividends or make investments or loans), and (iv) collect, invest and dispose of enforce any income rights in respect of any Collateral, in each case in (D) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to or pertaining to all or any of the ordinary course of business. Collateral, and (bH) Each Grantor shallto use, at all timessell, assign, transfer, pledge, make or cause to be made such expenditures by means of renewals, replacements, repairs, maintenance or otherwise take such action as shall be necessary to maintain, preserve and keep all of its Real Property and machinery and equipment comprising Collateral or Collateral Assets in good working order, condition and repair (ordinary wear and tear excepted), in a state of good operating efficiency, and shall not commit any waste on or agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Agent were the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Agent or any Investor to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Agent or such Investor or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby, and no action taken by the Agent or any Investor or omitted to be taken with respect to the Collateral Asset or any part thereof shall give rise to any defense, counterclaim or offset in favor of Borrower or to any claim or action against the Agent or any Investor in the absence of the gross negligence or willful misconduct of the Agent or such Investor; and provided further that, the Agent shall at all times act reasonably and in good faith. It is understood and agreed that has the effect appointment of reducing materially the value Agent as the agent of the Borrower for the purposes set forth above in this Section 5(f) is coupled with an interest and is irrevocable. The provisions of this Section 5(f) shall in no event relieve Borrower of any of its obligations hereunder with respect to the Collateral or any part thereof (other than obligations which are impaired as a result of actions taken by the Agent pursuant to this Section 5(f)) or impose any obligation on the Agent or any Investor to proceed in any particular manner with respect to the Collateral or any part thereof, or in any way limit the exercise by the Agent or any Investor of any other or further right which it may have on the date of this Agreement or hereafter, whether hereunder or by law or otherwise. Anytime action is taken under this Section 5(f), prompt written notice of such Collateral or Collateral Asset or any other Collateral or Collateral Assetaction shall be provided to Borrower by Agent.

Use and Disposition of Collateral. (a) None of the Grantors Debtors shall make or permit to be made an assignment, pledge or hypothecation of any the Collateral or Collateral Assets or shall grant any other Lien in respect of the Collateral or Collateral Assets or enter into any arrangement providing for a restriction on transfer of or option or claim with respect to any Collateral or Collateral AssetsCollateral, except that granted under the Collateral Documents and as expressly permitted by each of the Secured Creditor DocumentsCredit Agreement. None of the Grantors Debtors shall make or permit to be made any transfer of the Collateral or Collateral Assets and each Grantor Debtor shall remain at all times in possession (which possession shall include (a) in the case of Investment Property, possession through one or more Securities Intermediaries and (b) in the case of Inventory located on the premises of any property leased and used by the Borrower or any Subsidiary in the ordinary course of business, storage of Inventory on such property in the ordinary course of business) of the Collateral or Collateral Assets owned by it, except that (xa) inventory Inventory may be sold, kept in transit or in another location for repairs, in each case sold in the ordinary course of business and (yb) subject to the terms unless and conditions of the Secured Creditor Documents and until the Collateral Documents, and unless a Collateral Agent shall notify the Debtors that an Event of Default has shall have occurred and is be continuing and that during the Collateral and Intercreditor Agent has given notice or taken action in accordance with continuance thereof the terms of this Agreement and the other Collateral DocumentsDebtors shall not sell, each Grantor may (i) receive all cash dividendsconvey, interest and other payments made upon or in respect of the Pledged Stock (if any) and exercise any voting and other rights in respect thereof (other than as contemplated by the Mexican Stock Pledgeslease, if and when executed)assign, (ii) generally remain in possession of and retain exclusive control over the Collateral (other than any amounts that are the proceeds of a Collateral Asset Sale or an Event of Loss relating to the Collateral), (iii) freely operate the Collateral, to replace machinery and equipment and to sell transfer or otherwise dispose of inventory and other any Collateral (including, with respect to cash constituting Collateral which notice may be given by virtue of being proceeds under a Collateral Document (other than the Net Cash Proceeds from a Collateral Asset Sale or an Event of Loss) to pay dividends or make investments or loanstelephone if promptly confirmed in writing), and (iv) collect, invest the Debtors may use and dispose of the Collateral in any income in respect lawful manner not inconsistent with the provisions of any Collateralthis Security Agreement, in each case in the ordinary course of business. (b) Each Grantor shall, at all times, make or cause to be made such expenditures by means of renewals, replacements, repairs, maintenance or otherwise take such action as shall be necessary to maintain, preserve and keep all of its Real Property and machinery and equipment comprising Collateral or Collateral Assets in good working order, condition and repair (ordinary wear and tear excepted), in a state of good operating efficiency, and shall not commit any waste on or with respect to any such Collateral or Collateral Asset that has the effect of reducing materially the value of such Collateral or Collateral Asset Credit Agreement or any other Loan Document. Without limiting the generality of the foregoing, unless otherwise agreed by the Collateral Agent, each Debtor agrees that it shall not permit any Inventory to be in the possession or control of any warehouseman, bailee, agent or processor at any time unless such warehouseman, bailee, agent or processor shall have been notified of the Security Interest and shall have been instructed by the applicable Debtors to hold the Inventory subject to the Security Interest and the instructions of the Collateral AssetAgent.

Use and Disposition of Collateral. (a) None of the Grantors shall make or permit to be made an assignment, pledge or hypothecation of any the Collateral or Collateral Assets or shall grant any other Lien in respect of the Collateral or Collateral Assets or enter into any arrangement providing for a restriction on transfer of or option or claim with respect to any Collateral or Collateral AssetsCollateral, except that granted under the Collateral Documents and as expressly permitted by each of the Secured Creditor Transaction Documents. None of the Grantors shall make or permit to be made any transfer of the Collateral or Collateral Assets and each Grantor shall remain at all times in possession of the Collateral or Collateral Assets owned by it, except that (xa) inventory Inventory may be sold, kept in transit or in another location for repairs, in each case sold in the ordinary course of business consistent with past practice and (yb) subject to the terms unless and conditions of the Secured Creditor Documents and until the Collateral Documents, and unless a Collateral Agent shall notify the Grantors that an Event of Default has shall have occurred and is be continuing and that during the Collateral and Intercreditor Agent has given notice or taken action in accordance with continuance thereof the terms of this Agreement and the other Collateral DocumentsGrantors shall not sell, each Grantor may (i) receive all cash dividendsconvey, interest and other payments made upon or in respect of the Pledged Stock (if any) and exercise any voting and other rights in respect thereof (other than as contemplated by the Mexican Stock Pledgeslease, if and when executed)assign, (ii) generally remain in possession of and retain exclusive control over the Collateral (other than any amounts that are the proceeds of a Collateral Asset Sale or an Event of Loss relating to the Collateral), (iii) freely operate the Collateral, to replace machinery and equipment and to sell transfer or otherwise dispose of inventory and other any Collateral (includingwhich notice may be given by telephone if promptly confirmed in writing), the Grantors may dispose of Collateral if permitted by the terms of each Transaction Document. Without limiting the generality of the foregoing, each Grantor agrees that (a) it shall not permit any Inventory to be in the possession or control of any warehouseman, bailee, agent or processor at any time unless such warehouseman, bailee, agent or processor shall have been notified of the Security Interest, (b) it shall use its best efforts to obtain the written agreement of any such warehouseman, bailee, agent or processor to hold the Inventory subject to the Security Interest and the instructions of the Collateral Agent and to waive and release any Lien held by it with respect to cash constituting Collateral such Inventory, whether arising by virtue operation of being proceeds under a Collateral Document (other than the Net Cash Proceeds from a Collateral Asset Sale law or an Event of Loss) to pay dividends or make investments or loans)otherwise, and (ivc) collect, invest and dispose of any income in respect of any Collateral, in each case it will promptly notify the Collateral Agent in the ordinary course of business. (b) Each event any warehouseman, bailee, agent or processor issues to a Grantor shall, at all times, make a negotiable warehouse receipt or cause to be made such expenditures by means of renewals, replacements, repairs, maintenance or otherwise take such action as shall be necessary to maintain, preserve and keep all of its Real Property and machinery and equipment comprising Collateral or Collateral Assets in good working order, condition and repair (ordinary wear and tear excepted), in a state of good operating efficiency, and shall not commit any waste on or other negotiable document with respect to any such Inventory and will use its best efforts to cause the Collateral or Collateral Asset that has the effect of reducing materially the value of such Collateral or Collateral Asset or any other Collateral or Collateral AssetAgent to have a first priority perfected Lien therein.

Use and Disposition of Collateral. (a) None of the Grantors shall make or permit to be made an assignment, pledge or hypothecation of any the Collateral or Collateral Assets or shall grant any other Lien in respect of the Collateral or Collateral Assets or enter into any arrangement providing for a restriction on transfer of or option or claim with respect to any Collateral or Collateral AssetsCollateral, except that granted under the Collateral Documents and as expressly permitted by each of the Secured Creditor Documentsfor Permitted Liens. None of the Grantors shall make or permit to be made any transfer of the Collateral or Collateral Assets and each Grantor shall remain at all times in possession posses sion of the Collateral or Collateral Assets owned by it, except that (xa) inventory Inventory may be sold, kept in transit or in another location for repairs, in each case sold in the ordinary course of business and business, (yb) subject Vehicles may be leased by Dealers pursuant to the terms and conditions of the Secured Creditor Documents and the Collateral Documents, and unless a Collateral Event of Default has occurred and is continuing and the Collateral and Intercreditor Agent has given notice or taken action in accordance with the terms of this Agreement and the other Collateral Documents, each Grantor may (i) receive all cash dividends, interest Qualifying Rentals and other payments made upon Equipment may be sold or leased by Dealers in respect of the Pledged Stock (if any) and exercise any voting and other rights in respect thereof (other than as contemplated by the Mexican Stock Pledges, if and when executed), (ii) generally remain in possession of and retain exclusive control over the Collateral (other than any amounts that are the proceeds of a Collateral Asset Sale or an Event of Loss relating to the Collateral), (iii) freely operate the Collateral, to replace machinery and equipment and to sell or otherwise dispose of inventory and other Collateral (including, with respect to cash constituting Collateral by virtue of being proceeds under a Collateral Document (other than the Net Cash Proceeds from a Collateral Asset Sale or an Event of Loss) to pay dividends or make investments or loans), and (iv) collect, invest and dispose of any income in respect of any Collateralbona fide transactions, in each case in the ordinary course of business. , (c) Vehicles and other Equipment may be held in the possession of other persons when being repaired by such persons in the ordinary course of such Grantor's business and (d) unless and until the Collateral Agent shall notify the Grantors that an Event of Default shall have occurred and be continuing and that during the continuance thereof the Grantors shall not sell, convey, lease, assign, transfer or otherwise dispose of any Collateral (which notice may be given by telephone if promptly confirmed in writing), the Grantors may use and dispose of the Collateral in any lawful manner not inconsistent with the provisions of this Agreement, the Credit Agreement or any other Loan Document. Without limiting the generality of the foregoing, each Grantor agrees that it shall not permit any Inventory or Equipment to be in the possession or control of any warehouseman, bailee, agent, processor or Dealer at any time unless such warehouseman, bailee, agent, processor or Dealer shall have been notified of the Security Interest and shall have agreed in writing to hold the Inventory or Equipment subject to the Security Interest and the instructions of the Collateral Agent and to waive and release any Lien held by it with respect to such Inventory or Equipment, whether arising by operation of law or otherwise, provided that (a) in the case of Dealers in existence on the date hereof, the Grantors may provide such notice to, and obtain such agreement from, such Dealers not later than 90 days after the date hereof and (b) Each Grantor shall, at all times, persons repairing dollies in the ordinary course of business need not be so notified or make or cause to be made such expenditures by means of renewals, replacements, repairs, maintenance or otherwise take such action as shall be necessary to maintain, preserve and keep all of its Real Property and machinery and equipment comprising Collateral or Collateral Assets in good working order, condition and repair (ordinary wear and tear excepted), in a state of good operating efficiency, and shall not commit any waste on or with respect to any such Collateral or Collateral Asset that has the effect of reducing materially the value of such Collateral or Collateral Asset or any other Collateral or Collateral Assetagreement.

Use and Disposition of Collateral. (a) None of the Grantors shall make or permit to be made an assignment, pledge or hypothecation of any the Collateral or Collateral Assets or shall grant any other Lien in respect of the Collateral or Collateral Assets or enter into any arrangement providing for a restriction on transfer of or option or claim with respect to any Collateral or Collateral AssetsCollateral, except that granted under the Collateral Documents and as expressly permitted by each of the Secured Creditor Documentsfor Permitted Liens. None of the Grantors shall make or permit to be made any transfer of the Collateral or Collateral Assets and each Grantor shall remain at all times in possession of the Collateral or Collateral Assets owned by it, except that (xa) inventory Inventory may be sold, kept in transit or in another location for repairs, in each case sold in the ordinary course of business and business, (yb) subject Vehicles may be leased by Dealers pursuant to the terms and conditions of the Secured Creditor Documents and the Collateral Documents, and unless a Collateral Event of Default has occurred and is continuing and the Collateral and Intercreditor Agent has given notice or taken action in accordance with the terms of this Agreement and the other Collateral Documents, each Grantor may (i) receive all cash dividends, interest Qualifying Rentals and other payments made upon Equipment may be sold or leased by Dealers in respect of the Pledged Stock (if any) and exercise any voting and other rights in respect thereof (other than as contemplated by the Mexican Stock Pledges, if and when executed), (ii) generally remain in possession of and retain exclusive control over the Collateral (other than any amounts that are the proceeds of a Collateral Asset Sale or an Event of Loss relating to the Collateral), (iii) freely operate the Collateral, to replace machinery and equipment and to sell or otherwise dispose of inventory and other Collateral (including, with respect to cash constituting Collateral by virtue of being proceeds under a Collateral Document (other than the Net Cash Proceeds from a Collateral Asset Sale or an Event of Loss) to pay dividends or make investments or loans), and (iv) collect, invest and dispose of any income in respect of any Collateralbona fide transactions, in each case in the ordinary course of business. , (c) Vehicles and other Equipment may be held in the possession of other persons when being repaired by such persons in the ordinary course of such Grantor's business and (d) unless and until the Collateral Agent shall notify the Grantors that an Event of Default shall have occurred and be continuing and that during the continuance thereof the Grantors shall not sell, convey, lease, assign, transfer or otherwise dispose of any Collateral (which notice may be given by telephone if promptly confirmed in writing), the Grantors may use and dispose of the Collateral in any lawful manner not inconsistent with the provisions of this Agreement, the Credit Agreement or any other Loan Document. Without limiting the generality of the foregoing, each Grantor agrees that it shall not permit any Inventory or Equipment to be in the possession or control of any warehouseman, bailee, agent, processor or Dealer at any time unless such warehouseman, bailee, agent, processor or Dealer shall have been notified of the Security Interest and shall have agreed in writing to hold the Inventory or Equipment subject to the Security Interest and the instructions of the Collateral Agent and to waive and release any Lien held by it with respect to such Inventory or Equipment, whether arising by operation of law or otherwise, provided that (a) in the case of Dealers in existence on the date hereof, the Grantors may provide such notice to, and obtain such agreement from, such Dealers not later than 90 days after the date hereof and (b) Each Grantor shall, at all times, persons repairing dollies in the ordinary course of business need not be so notified or make or cause to be made such expenditures by means of renewals, replacements, repairs, maintenance or otherwise take such action as shall be necessary to maintain, preserve and keep all of its Real Property and machinery and equipment comprising Collateral or Collateral Assets in good working order, condition and repair (ordinary wear and tear excepted), in a state of good operating efficiency, and shall not commit any waste on or with respect to any such Collateral or Collateral Asset that has the effect of reducing materially the value of such Collateral or Collateral Asset or any other Collateral or Collateral Assetagreement.

Use and Disposition of Collateral. (a) None Until an Event of Default hereunder, the Grantors shall make Debtor may use the Collateral in any lawful manner not inconsistent with this Agreement, the Loan Agreement or permit to be made an assignment, pledge with the terms or hypothecation conditions of any Collateral policy of insurance thereon and also may sell or Collateral Assets or shall grant any other Lien in respect otherwise dispose of the Collateral or Collateral Assets or enter into any arrangement providing for a restriction on transfer of or option or claim with respect to any Collateral or Collateral Assets, except that granted under the Collateral Documents and as expressly permitted by each of the Secured Creditor Documents. None of the Grantors shall make or permit to be made any transfer of the Collateral or Collateral Assets and each Grantor shall remain at all times in possession of the Collateral or Collateral Assets owned by it, except that (x) inventory may be sold, kept in transit or in another location for repairs, in each case in the ordinary course of business as permitted in the Loan Agreement. A sale in the ordinary course of business does not include a transfer in partial or total satisfaction of a debt. Except for sales or other dispositions in the ordinary course of business or as otherwise provided in the Agreement, the Debtor shall not sell, encumber, or in any manner dispose of any of the Collateral, unless consented to by the Agent in writing. The Agent at all times, following reasonable notice and (y) subject during normal business hours, shall have a license to enter upon any premises where any tangible items of Collateral are located or where any record of an intangible item of Collateral may be maintained, and in connection therewith, the Debtor assigns to the terms Agent all right, title and conditions interest of the Secured Creditor Documents Debtor in and to any leases or other agreements between the Debtor and various persons having in their possession any or all of the Collateral, and such persons may rely upon this Agreement or a copy hereof as authority of the Agent for entry upon said premises to the same extent and for the same purpose as the Debtor may enter thereupon. Notwithstanding the assignment of all right, title and interest of the Debtor in and to such agreements, the Debtor agrees to remain bound to the party having possession of the Collateral for the performance of all obligations with respect to such Collateral, and the Collateral Documents, and unless a Collateral Event entry of Default has occurred and is continuing and the Collateral and Intercreditor Agent has given notice or taken action in accordance with under the terms of this Agreement and upon such premises shall not constitute an acceptance by the other Collateral Documents, each Grantor may (i) receive all cash dividends, interest and other payments made upon or in respect Agent of any obligation of the Pledged Stock (if any) and exercise Debtor to any voting and other rights in respect thereof (other than as contemplated by the Mexican Stock Pledges, if and when executed), (ii) generally remain in person having possession of such Collateral. LEASE OF RECORDS Debtor hereby leases to Agent, and retain exclusive control over Agent hires from Debtor, for a term which shall be effective so long as the Collateral (Loans or other than Obligations secured hereby are owing to the Agent by Debtor and until Debtor has no further obligation to Agent under the Loan Agreement or any amounts that other Loan Document, all of Debtor's present and future books of Accounts, computer printouts, magnetic, digital and laser tapes and disks, computer and electronic storage media, computer software programs, trial balance records, ledgers and cabinets in which they are the proceeds of a Collateral Asset Sale located, reflected or an Event of Loss maintained, in any way relating to the Collateral), (iii) freely operate and all present and future supporting evidence and documents relating thereto in the Collateralform of written applications, credit information, account cards, payment records, trial balances, correspondence, delivery receipts, certificates and the like, as well as the past and current information stored in computer software programs for and on Debtor's behalf by third parties. If an Event of Default occurs, then, in addition to replace machinery all of the other rights and equipment remedies of Agent herein, Agent will have the right forthwith or at any time thereafter to remove from Debtor's premises, or any other location, all of the foregoing and to sell or otherwise dispose of inventory keep and retain the same in Agent's possession until the Loans and other Collateral (includingObligations secured hereby shall have been fully paid and discharged and the Agent has no further obligation under the Loan Agreement. The provisions of this paragraph shall not be deemed to diminish or contravene the security interest of Agent in Debtor's General Intangibles or in the property, materials, and interests described in this paragraph but shall be deemed to be in addition to any rights Agent may have with respect to cash constituting Collateral by virtue Debtor's grant of being proceeds under a Collateral Document (other than security interest in its General Intangibles to the Net Cash Proceeds from a Collateral Asset Sale or an Event of Loss) to pay dividends or make investments or loans), and (iv) collect, invest and dispose of any income in respect of any Collateral, in each case in the ordinary course of businessAgent. (b) Each Grantor shall, at all times, make or cause to be made such expenditures by means of renewals, replacements, repairs, maintenance or otherwise take such action as shall be necessary to maintain, preserve and keep all of its Real Property and machinery and equipment comprising Collateral or Collateral Assets in good working order, condition and repair (ordinary wear and tear excepted), in a state of good operating efficiency, and shall not commit any waste on or with respect to any such Collateral or Collateral Asset that has the effect of reducing materially the value of such Collateral or Collateral Asset or any other Collateral or Collateral Asset.

Use and Disposition of Collateral. (a) None of the Grantors shall make or permit to be made an assignment, pledge or hypothecation of any the Collateral or Collateral Assets or shall grant any other Lien in respect of the Collateral or Collateral Assets or enter into any arrangement providing for a restriction on transfer of or option or claim with respect to any Collateral or Collateral AssetsCollateral, except that granted under the Collateral Documents and as expressly permitted by each Section 6.02 of the Secured Creditor DocumentsCredit Agreement (including any such Lien expressly permitted pursuant to such Section 6.02 in respect of which a release in a form acceptable to the Collateral Agent has been delivered to the Collateral Agent). None of the Grantors shall make or permit to be made any transfer of the Collateral or Collateral Assets and each Grantor shall remain at all times in possession (which possession shall include, in the case of Inventory located on the premises of any property leased and used by the Borrower or any Subsidiary in the ordinary course of business, storage of Inventory on such property in the ordinary course of business) of the Collateral or Collateral Assets owned by it, except that (xa) inventory Inventory may be sold, kept in transit or in another location for repairs, in each case sold in the ordinary course of business and (yb) subject to the terms unless and conditions of the Secured Creditor Documents and until the Collateral Documents, and unless a Collateral Agent shall notify the Grantors that an Event of Default has shall have occurred and is be continuing and that during the Collateral and Intercreditor Agent has given notice or taken action in accordance with continuance thereof the terms of this Agreement and the other Collateral DocumentsGrantors shall not sell, each Grantor may (i) receive all cash dividendsconvey, interest and other payments made upon or in respect of the Pledged Stock (if any) and exercise any voting and other rights in respect thereof (other than as contemplated by the Mexican Stock Pledgeslease, if and when executed)assign, (ii) generally remain in possession of and retain exclusive control over the Collateral (other than any amounts that are the proceeds of a Collateral Asset Sale or an Event of Loss relating to the Collateral), (iii) freely operate the Collateral, to replace machinery and equipment and to sell transfer or otherwise dispose of inventory and other any Collateral (includingwhich notice may be given by telephone (if promptly confirmed in writing) by first class mail or delivery by hand, Federal Express or any other nationally recognized courier service), the Grantors may use and dispose of the Collateral in any lawful manner not inconsistent with respect the provisions of this Agreement, the Credit Agreement or any other Loan Document. Without limiting the generality of the foregoing, each Grantor agrees that it shall not permit any Inventory to cash constituting Collateral by virtue be in the possession or control of being proceeds under a Collateral Document any warehouseman, bailee, agent or processor at any time (other than the Net Cash Proceeds from a Collateral Asset Sale or an Event Inventory of Loss) to pay dividends or make investments or loans), and (iv) collect, invest and dispose of any income in respect of any Collateral, in each case de minimis value held for repair in the ordinary course of business. (b) Each Grantor shallunless such warehouseman, at all timesbailee, make agent or cause to be made such expenditures by means processor shall have been notified of renewals, replacements, repairs, maintenance or otherwise take such action as shall be necessary to maintain, preserve and keep all of its Real Property and machinery and equipment comprising Collateral or Collateral Assets in good working order, condition and repair (ordinary wear and tear excepted), in a state of good operating efficiency, the Security Interest and shall not commit have agreed in writing to hold the Inventory subject to the Security Interest and the instructions of the Collateral Agent and to waive and release any waste on or Lien held by it with respect to any such Collateral Inventory, whether arising by operation of law or Collateral Asset that has the effect of reducing materially the value of such Collateral or Collateral Asset or any other Collateral or Collateral Assetotherwise.

Use and Disposition of Collateral. (a) None of the Grantors shall make or permit to be made an assignment, pledge or hypothecation of any the Collateral or Collateral Assets or shall grant any other Lien in respect of the Collateral or Collateral Assets or enter into any arrangement providing for a restriction on transfer of or option or claim with respect to any Collateral or Collateral AssetsCollateral, except that granted under the Collateral Documents and as expressly permitted by each Section 6.02 of the Secured Creditor DocumentsCredit Agreement. None of the Grantors shall make or permit to be made any transfer of the Collateral or Collateral Assets and each Grantor shall remain at all times in possession (which possession shall include (a) in the case of Investment Property, possession through one or more Securities Intermediaries and (b) in the case of Inventory located on the premises of any property leased and used by the Borrower or any Subsidiary in the ordinary course of business, storage of Inventory on such property in the ordinary course of business) of the Collateral or Collateral Assets owned by it, except that (xa) inventory Inventory may be sold, kept in transit or in another location for repairs, in each case sold in the ordinary course of business and (yb) subject to the terms unless and conditions of the Secured Creditor Documents and until the Collateral Documents, and unless a Collateral Agent shall notify the Grantors that an Event of Default has shall have occurred and is be continuing and that during the Collateral and Intercreditor Agent has given notice or taken action in accordance with continuance thereof the terms of this Agreement and the other Collateral DocumentsGrantors shall not sell, each Grantor may (i) receive all cash dividendsconvey, interest and other payments made upon or in respect of the Pledged Stock (if any) and exercise any voting and other rights in respect thereof (other than as contemplated by the Mexican Stock Pledgeslease, if and when executed)assign, (ii) generally remain in possession of and retain exclusive control over the Collateral (other than any amounts that are the proceeds of a Collateral Asset Sale or an Event of Loss relating to the Collateral), (iii) freely operate the Collateral, to replace machinery and equipment and to sell transfer or otherwise dispose of inventory and other any Collateral (includingwhich notice may be given by telephone if promptly confirmed in writing), the Grantors may use and dispose of the Collateral in any lawful manner not inconsistent with the provisions of this Agreement, the Credit Agreement or any other Loan Document. Without limiting the generality of the foregoing, each Grantor agrees that it shall not permit any Inventory to be in the possession or control of any warehouseman, bailee, agent or processor at any time unless such warehouseman, bailee, agent or processor shall have been notified of the Security Interest and shall have agreed in writing to hold the Inventory subject to the Security Interest and the instructions of the Collateral Agent and to waive and release any Lien held by it with respect to cash constituting Collateral such Inventory, whether arising by virtue operation of being proceeds under a Collateral Document (other than the Net Cash Proceeds from a Collateral Asset Sale law or an Event of Loss) to pay dividends or make investments or loans), and (iv) collect, invest and dispose of any income in respect of any Collateral, in each case in the ordinary course of businessotherwise. (b) Each Grantor shall, at all times, make or cause to be made such expenditures by means of renewals, replacements, repairs, maintenance or otherwise take such action as shall be necessary to maintain, preserve and keep all of its Real Property and machinery and equipment comprising Collateral or Collateral Assets in good working order, condition and repair (ordinary wear and tear excepted), in a state of good operating efficiency, and shall not commit any waste on or with respect to any such Collateral or Collateral Asset that has the effect of reducing materially the value of such Collateral or Collateral Asset or any other Collateral or Collateral Asset.

Use and Disposition of Collateral. (a) None of the Grantors Grantor shall not make or permit to be made an assignment, pledge or hypothecation of any the Collateral or Collateral Assets or shall not grant any other Lien in respect of the Collateral or Collateral Assets or enter into any arrangement providing for a restriction on transfer of or option or claim with respect to any Collateral or Collateral AssetsCollateral, except that granted under the Collateral Documents and as expressly permitted by each of the Secured Creditor Transaction Documents. None of the Grantors Grantor shall not make or permit to be made any transfer of the Collateral or Collateral Assets and each Grantor shall remain at all times in possession of the Collateral or Collateral Assets owned by it, except that (xa) inventory Inventory may be sold, kept in transit or in another location for repairs, in each case sold in the ordinary course of business consistent with past practice and (yb) subject to the terms unless and conditions of the Secured Creditor Documents and until the Collateral Documents, and unless a Collateral Agent shall notify the Grantor that an Event of Default has shall have occurred and is be continuing and that during the Collateral and Intercreditor Agent has given notice or taken action in accordance with continuance thereof the terms of this Agreement and the other Collateral DocumentsGrantor shall not sell, each Grantor may (i) receive all cash dividendsconvey, interest and other payments made upon or in respect of the Pledged Stock (if any) and exercise any voting and other rights in respect thereof (other than as contemplated by the Mexican Stock Pledgeslease, if and when executed)assign, (ii) generally remain in possession of and retain exclusive control over the Collateral (other than any amounts that are the proceeds of a Collateral Asset Sale or an Event of Loss relating to the Collateral), (iii) freely operate the Collateral, to replace machinery and equipment and to sell transfer or otherwise dispose of inventory and other any Collateral (includingwhich notice may be given by telephone if promptly confirmed in writing), the Grantor may dispose of Collateral if permitted by the terms of each Transaction Document. Without limiting the generality of the foregoing, Grantor agrees that (a) it shall not permit any Inventory to be in the possession or control of any warehouseman, bailee, agent or processor at any time unless such warehouseman, bailee, agent or processor shall have been notified of the Security Interest, (b) it shall use its best efforts to obtain the written agreement of any such warehouseman, bailee, agent or processor to hold the Inventory subject to the Security Interest and the instructions of the Collateral Agent and to waive and release any Lien held by it with respect to cash constituting Collateral such Inventory, whether arising by virtue operation of being proceeds under a Collateral Document (other than the Net Cash Proceeds from a Collateral Asset Sale law or an Event of Loss) to pay dividends or make investments or loans)otherwise, and (ivc) collect, invest and dispose of any income in respect of any Collateral, in each case it will promptly notify the Collateral Agent in the ordinary course of business. (b) Each event any warehouseman, bailee, agent or processor issues to Grantor shall, at all times, make a negotiable warehouse receipt or cause to be made such expenditures by means of renewals, replacements, repairs, maintenance or otherwise take such action as shall be necessary to maintain, preserve and keep all of its Real Property and machinery and equipment comprising Collateral or Collateral Assets in good working order, condition and repair (ordinary wear and tear excepted), in a state of good operating efficiency, and shall not commit any waste on or other negotiable document with respect to any such Inventory and will use its best efforts to cause the Collateral or Collateral Asset that has the effect of reducing materially the value of such Collateral or Collateral Asset or any other Collateral or Collateral AssetAgent to have a first priority perfected Lien therein.

Use and Disposition of Collateral. (a) None of the Grantors shall make or permit to be made an assignment, pledge or hypothecation of any the Collateral or Collateral Assets or shall grant any other Lien in respect of the Collateral or Collateral Assets or enter into any arrangement providing for a restriction on transfer of or option or claim with respect to any Collateral or Collateral AssetsCollateral, except that granted under the Collateral Documents and as expressly permitted by each of the Secured Creditor Fundamental Documents. None of the Grantors shall make or permit to be made any transfer of the Collateral or Collateral Assets and each Grantor shall remain at all times in possession of the Collateral or Collateral Assets owned by it, except that (xa) inventory Inventory may be sold, kept in transit or in another location for repairs, in each case sold in the ordinary course of business consistent with past practice and (yb) subject to the terms unless and conditions of the Secured Creditor Documents and until the Collateral Documents, and unless a Collateral Agent shall notify the Grantors that an Event of Default has shall have occurred and is be continuing and that during the Collateral and Intercreditor Agent has given notice or taken action in accordance with continuance thereof the terms of this Agreement and the other Collateral DocumentsGrantors shall not sell, each Grantor may (i) receive all cash dividendsconvey, interest and other payments made upon or in respect of the Pledged Stock (if any) and exercise any voting and other rights in respect thereof (other than as contemplated by the Mexican Stock Pledgeslease, if and when executed)assign, (ii) generally remain in possession of and retain exclusive control over the Collateral (other than any amounts that are the proceeds of a Collateral Asset Sale or an Event of Loss relating to the Collateral), (iii) freely operate the Collateral, to replace machinery and equipment and to sell transfer or otherwise dispose of inventory and other any Collateral (includingwhich notice may be given by telephone if promptly confirmed in writing), the Grantors may dispose of Collateral if permitted by the terms of each Fundamental Document. Without limiting the generality of the foregoing, each Grantor agrees that (a) it shall not permit any Inventory to be in the possession or control of any warehouseman, bailee, agent or processor at any time unless such warehouseman, bailee, agent or processor shall have been notified of the Security Interest, (b) it shall use its best efforts to obtain the written agreement of any such warehouseman, bailee, agent or processor to hold the Inventory subject to the Security Interest and the instructions of the Collateral Agent and to waive and release any Lien held by it with respect to cash constituting Collateral such Inventory, whether arising by virtue operation of being proceeds under a Collateral Document (other than the Net Cash Proceeds from a Collateral Asset Sale law or an Event of Loss) to pay dividends or make investments or loans)otherwise, and (ivc) collect, invest and dispose of any income in respect of any Collateral, in each case it will promptly notify the Collateral Agent in the ordinary course of business. (b) Each event any warehouseman, bailee, agent or processor issues to a Grantor shall, at all times, make a negotiable warehouse receipt or cause to be made such expenditures by means of renewals, replacements, repairs, maintenance or otherwise take such action as shall be necessary to maintain, preserve and keep all of its Real Property and machinery and equipment comprising Collateral or Collateral Assets in good working order, condition and repair (ordinary wear and tear excepted), in a state of good operating efficiency, and shall not commit any waste on or other negotiable document with respect to any such Inventory and will use its best efforts to cause the Collateral or Collateral Asset that has the effect of reducing materially the value of such Collateral or Collateral Asset or any other Collateral or Collateral AssetAgent to have a perfected Lien therein.