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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Exercise of Rights in Pledged Collateral. (i) Without Until such time thereafter as the Administrative Agent gives written notice of its election to exercise such voting and other consensual rights pursuant to Section 5.1 and without in any way limiting the foregoing and subject to clause (ii) below, such Grantor the Pledgor shall have the right to exercise all voting rights or other rights relating to the Pledgor’s Pledged Collateral owned by it for all purposes not inconsistent with and not in violation of this Security Pledge Agreement, the Credit Agreement or any other Loan Document; provided however, that no vote or other right shall be exercised or action taken which that would have a material adverse effect on the effect of impairing the rights of the Collateral Agent in respect value of such Pledged Collateral., the Administrative Agent’s security interest therein or the Administrative Agent’s rights and remedies with respect thereto; (ii) Such Grantor The Pledgor will permit the Collateral Administrative Agent or its nominee at any time after the occurrence and during the continuance of a an Event of Default, without following prior written notice, to exercise all voting rights or other rights relating to the Pledged Collateral owned by it, including, without limitation, exchange, subscription or any other rights, privileges, or options pertaining to any Capital Stock Equity Interest or Investment Property constituting such Pledged Collateral as if it were the absolute owner thereof.; (iii) Such Grantor The Pledgor shall be entitled to collect and receive for its own use all cash dividends and interest distributions paid in respect of the Pledgor’s Pledged Collateral owned by it to the extent not in violation of the Credit Agreement other than including any of the following distributions and payments (collectively referred to as the “Excluded Payments”): (A) dividends and interest distributions constituting Collateral paid or payable other than in cash in respect of such Pledged Collateral, and instruments and other property constituting Collateral received, receivable or otherwise distributed in respect of, or in exchange for, such any Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect of such Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of an issuer; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, such Pledged Collateral; provided, however, that until actually paid, all rights to such distributions shall remain subject to the Lien created by this Security Agreement; and (iv) All Upon the occurrence and during the continuation of an Event of Default following notice from the Administrative Agent, all Excluded Payments and all other distributions non-cash distributions, in each case that constitute Collateral, in respect of any of the Pledgor’s Pledged Collateral owned by such GrantorCollateral, whenever paid or made, shall be delivered to the Collateral Administrative Agent to hold as Pledged Collateral and shall, if received by such Grantorthe Pledgor, be received in trust for the benefit of the Collateral Administrative Agent, be segregated from the other property or funds of such Grantorthe Pledgor, and be forthwith delivered to the Collateral Administrative Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

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

Exercise of Rights in Pledged Collateral. It is agreed that, (i) Without without in any way limiting the foregoing and subject to clause (ii) below, such each Grantor shall have the right to exercise all voting rights or other rights relating to the Pledged Collateral owned by it for all purposes any purpose that does not inconsistent with violate this Security Agreement, the Credit Agreement or any other Loan Document; provided however, that no vote or other right shall be exercised or action taken which would have the effect of impairing the rights of the Collateral Agent in respect of such Pledged Collateral.; (ii) Such each Grantor will permit the Collateral Agent or its nominee at any time after the occurrence at any time when an Event of a Default, without notice, Default exists to exercise all voting the rights or other rights relating and remedies provided under Section 5.01(a)(iv) (subject to the Pledged Collateral owned by it, including, without limitation, exchange, subscription or any other rights, privileges, or options pertaining to any Capital Stock or Investment Property constituting such Pledged Collateral as if it were the absolute owner thereof.notice requirements set forth therein); and (iii) Such subject to Section 5.01(a)(iv), each Grantor shall be entitled to collect receive and receive for its own use retain any and all cash dividends dividends, interest, principal and interest other distributions paid on or distributed in respect of the Pledged Collateral owned by it to the extent not in violation of the Credit Agreement Collateral; provided that any non-cash dividends or other than any of the following distributions and payments (collectively referred to as the “Excluded Payments”): (A) dividends and interest paid or payable other than in cash in respect of such that would constitute Pledged Collateral, and instruments and other property receivedwhether resulting from a subdivision, receivable combination or otherwise distributed in respect of, reclassification of the outstanding Capital Stock of the issuer of any Pledged Collateral or received in exchange for, such Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect of such for Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of an issuer; and (C) cash paid, payable or otherwise distributed, in respect of principal ofany part thereof, or in redemption ofthereof, or in as a result of any merger, consolidation, acquisition or other exchange forof assets to which such issuer may be a party or otherwise, such Pledged Collateral; providedshall, however, that until actually paid, all rights to such distributions shall remain subject to the Lien created by this Security Agreement; and (iv) All Excluded Payments extent constituting Collateral, be and all other distributions in respect of any become part of the Pledged Collateral owned Collateral, and, if received by such any Grantor, whenever paid or made, shall be delivered to the Collateral Agent as and to hold the extent required by clause (a) above. So long as no Event of Default then exists, the Agent shall promptly deliver to the applicable Grantor (without recourse and without any representation or warranty) any Pledged Collateral and shall, in its possession if received by such Grantor, requested to be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of such Grantor, and be forthwith delivered to the Collateral Agent as issuer thereof in connection with any redemption or exchange of such Pledged Collateral permitted by the Credit Agreement in accordance with Section 8.01 of the same form as so received (with any necessary endorsement)Credit Agreement.

Exercise of Rights in Pledged Collateral. (i) Without in any way limiting the foregoing and subject to clause (ii) below, such Grantor shall have the right to exercise all voting rights or other rights relating to the Pledged Collateral owned by it for all purposes not inconsistent with this Security Agreement, the Credit Agreement or any other Loan Document; provided however, that no vote or other right shall be exercised or action taken which would have the effect of impairing the rights of the Collateral Administrative Agent in respect of such Pledged Collateral. (iii) Such Grantor will permit the Collateral Administrative Agent or its nominee at any time after the occurrence and during the continuance of a an Event of Default, without noticeand such Grantor’s receipt of one (1) Business Day’s prior written notice stating the Administrative Agent’s or its nominee’s intention to exercise its rights and remedies under Section 4.6(d) or Section 5.2, to exercise all voting rights or other rights relating to the Pledged Collateral owned by it, including, without limitation, exchange, subscription or any other rights, privileges, or options pertaining to any Capital Stock Equity Interest or Investment Property constituting such Pledged Collateral as if it were the absolute owner thereof. (iiiii) Such Grantor shall be entitled to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Collateral owned by it to the extent not in violation of the Credit Agreement other than Agreement; provided, that to the extent any Excluded Payments are received in respect of any of the following distributions Pledged Collateral owned by such Grantor, whenever paid or made, shall be delivered to the Administrative Agent to hold as Pledged Collateral and payments shall, if received by such Grantor, be received in trust for the benefit of the Administrative Agent, be segregated from the other property or funds of such Grantor, and be forthwith delivered to the Administrative Agent as Pledged Collateral in the same form as so received (collectively referred to as the with any necessary endorsement). “Excluded Payments”): ” shall mean (A) dividends and interest paid or payable other than in cash in respect of such Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, such any Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect of such Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of an issuer; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, such Pledged Collateral; provided, however, that until actually paid, all rights to such distributions shall remain subject to the Lien created by this Security Agreement; and (iv) All Excluded Payments and all other distributions in respect of any of the Pledged Collateral owned by such Grantor, whenever paid or made, shall be delivered to the Collateral Agent to hold as Pledged Collateral and shall, if received by such Grantor, be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of such Grantor, and be forthwith delivered to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

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

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

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

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

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

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

Exercise of Rights in Pledged Collateral. It is agreed that,: (i) Without without in any way limiting the foregoing and subject to clause (ii) below, such each Grantor shall have the right to exercise all voting rights or other rights relating to the Pledged Collateral owned by it for all purposes not inconsistent with this Security Agreement, the Credit Agreement or any other Loan Document; provided however, that no vote or other right shall be exercised or action taken which would have the effect of impairing the rights of the Collateral Agent in respect of such Pledged Collateral. (ii) Such Grantor will permit the Collateral Agent or its nominee at any time after the occurrence of a Default, without noticeright, to exercise all voting rights or other rights relating to the Pledged Collateral owned by itfor any purpose that does not violate this Security Agreement, including, without limitation, exchange, subscription the ABL Credit Agreement or any other rightsLoan Document; (ii) each Grantor will permit thethe Administrative Agent or its nominee at any time at any time when an Event of Default existshas occurred and is continuing shall have the right to exercise the rights and remedies provided under Section 5.01(a)(iv) (subject to the notice requirements set forth therein); and and upon the occurrence and during the continuance of an Event of Default after prior written notice to the US Borrower, privileges, all rights of the Grantors to exercise or options pertaining refrain from exercising voting or other consensual rights as a holder with respect to any Capital Stock or Investment Property constituting such Pledged Collateral as if it were the absolute owner thereof.shall cease; and (iii) Such subject to Section 5.01(a)(iv), each Grantor shall be entitled to collect receive and receive for its own use retain any and all cash dividends dividends, interest, principal and interest other distributions paid on or distributed in respect of the Pledged Collateral owned by it (unless, and solely to the extent not in violation of extent, otherwise provided under the ABL Credit Agreement or the other than Loan Documents); provided that any of the following non-cash dividends or other distributions and payments (collectively referred to as the “Excluded Payments”): (A) dividends and interest paid or payable other than in cash in respect of such that would constitute Pledged Collateral, and instruments and other property receivedwhether resulting from a subdivision, receivable combination or otherwise distributed in respect of, reclassification of the outstanding Capital Stock of the issuer of any Pledged Collateral or received in exchange for, such Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect of such for Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of an issuer; and (C) cash paid, payable or otherwise distributed, in respect of principal ofany part thereof, or in redemption ofthereof, or in as a result of any merger, consolidation, acquisition or other exchange forof assets to which such issuer may be a party or otherwise, such Pledged Collateral; providedshall, however, that until actually paid, all rights to such distributions shall remain subject to the Lien created by this Security Agreement; and extent constituting Collateral, be held in trust for the Administrative Agent (ivor the Designated Term Representative, as its bailee) All Excluded Payments and all other distributions in respect of any be and become part of the Pledged Collateral owned Collateral, and, if received by such any Grantor, whenever paid or made, shall be delivered to the Collateral AgentAdministrative Agent (or the Designated Term Representative, as its bailee) as and to hold the extent required by clause (a) above. So long as no Event of Default then exists, theThe Administrative Agent shall promptly deliver to the applicable Grantor (without recourse and without any representation or warranty) any Pledged Collateral and shall, in its possession if received by such Grantor, requested to be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of such Grantor, and be forthwith delivered to the Collateral Agent as issuer or the holder thereof in connection with any redemption or exchange of such Pledged Collateral permittednot prohibited by the ABL Credit Agreement in accordance with Section 8.01 of the(unless the same form as so received (with any necessary endorsementABL Credit Agreement prohibits such redemption or exchange at such time).

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

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

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

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

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

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

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

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

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

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

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

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

Exercise of Rights in Pledged Collateral. (iA) Without in any way limiting the foregoing and subject to clause (iiB) below, such each Grantor shall have the right to exercise all voting rights or other rights relating to the Pledged Collateral owned by it for all purposes not inconsistent with this Security Agreement, the Credit Agreement or any other Loan Credit Document; provided however, that no vote or other right shall be exercised or action taken which would have the effect of impairing the rights of the Collateral Agent in respect of such Pledged Collateral.; (iiB) Such each Grantor will permit the Collateral Agent or its nominee at any time after the occurrence and during the continuance of a Default, without notice, an Event of Default to exercise all voting the rights or other rights relating and remedies provided under Section 7.1(a)(v) (subject to the Pledged Collateral owned by it, including, without limitation, exchange, subscription or any other rights, privileges, or options pertaining to any Capital Stock or Investment Property constituting such Pledged Collateral as if it were the absolute owner thereof.notice requirements set forth therein); and (iiiC) Such subject to Section 7.1(a)(v), each Grantor shall be entitled to collect receive and receive for its own use retain any and all cash dividends dividends, interest, principal and interest other distributions paid on or distributed in respect of the Pledged Collateral owned by it to the extent not in violation of the Credit Agreement Collateral; provided that any non-cash dividends or other than any of the following distributions and payments (collectively referred to as the “Excluded Payments”): (A) dividends and interest paid or payable other than in cash in respect of such that would constitute Pledged Collateral, and instruments and other property receivedwhether resulting from a subdivision, receivable combination or otherwise distributed in respect of, reclassification of the outstanding Equity Interests of the issuer of any Pledged Collateral or received in exchange for, such Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect of such for Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of an issuer; and (C) cash paid, payable or otherwise distributed, in respect of principal ofany part thereof, or in redemption ofthereof, or in as a result of any merger, consolidation, acquisition or other exchange forof assets to which such issuer may be a party or otherwise, such Pledged Collateral; providedshall, however, that until actually paid, all rights to such distributions shall remain subject to the Lien created by this Security Agreement; and (iv) All Excluded Payments extent constituting Collateral, be and all other distributions in respect of any become part of the Pledged Collateral owned Collateral, and, if received by such any Grantor, whenever paid or made, shall be delivered to the Collateral Agent as and to hold the extent required by Section 4.2(d)(i). So long as no Event of Default has occurred and is continuing, the Collateral Agent shall promptly deliver to the applicable Grantor (without recourse and without any representation or warranty) any Pledged Collateral and shall, in its possession if received by such Grantor, requested to be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of such Grantor, and be forthwith delivered to the Collateral Agent as issuer thereof in connection with any redemption or exchange of such Pledged Collateral in permitted by the same form as so received (with any necessary endorsement)Credit Agreement.

Exercise of Rights in Pledged Collateral. (ia) Without in any way limiting the foregoing and subject to clause (iib) below, such Grantor shall have the right be entitled to exercise any and all voting and/or consensual rights or other rights relating and powers accruing to an owner of the Pledged Collateral owned Securities being pledged by it hereunder or any part thereof for all purposes any purpose not inconsistent with this Security Agreementthe terms hereof, the Credit Agreement or any other Loan Document; at all times, except as expressly provided however, that no vote or other right shall be exercised or action taken which would have the effect of impairing the rights of the Collateral Agent in respect of such Pledged Collateralparagraph (c) below. (iib) Such Grantor will permit All dividends or distributions of any kind whatsoever (other than cash dividends or distributions paid while no Event of Default is continuing) received by a Grantor, whether resulting from a subdivision, combination, or reclassification of the Collateral Agent outstanding capital stock of the issuer or its nominee at received in exchange for Pledged Securities or any time after the occurrence part thereof or as a result of a Defaultany merger, without noticeconsolidation, to exercise all voting rights acquisition, or other rights relating exchange of assets to which the Pledged Collateral owned by it, including, without limitation, exchange, subscription or any other rights, privilegesissuer may be a party, or options pertaining to any Capital Stock or Investment Property constituting such Pledged Collateral as if it were the absolute owner thereof. (iii) Such Grantor otherwise, shall be entitled to collect and receive for its own use all cash dividends and interest paid in respect become part of the Pledged Collateral owned by it to the extent not in violation of the Credit Agreement other than any of the following distributions Securities pledged hereunder and payments (collectively referred to as the “Excluded Payments”): (A) dividends and interest paid or payable other than in cash in respect of such Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, such Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect of such Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of an issuer; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, such Pledged Collateral; provided, however, that until actually paid, all rights to such distributions shall remain subject to the Lien created by this Security Agreement; and (iv) All Excluded Payments and all other distributions in respect of any of the Pledged Collateral owned by such Grantor, whenever paid or made, shall immediately be delivered to the Collateral Agent to hold as Pledged Collateral be held subject to the terms hereof. All dividends and shall, if distributions which are received by such Grantor, contrary to the provisions of this subsection (b) shall be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of such Grantor’s own assets, and shall be forthwith delivered to the Collateral Agent. (c) Upon the occurrence and during the continuance of an Event of Default and notice from the Collateral Agent as Pledged of the transfer of such rights to the Collateral Agent, all rights of a Pledgor (i) to exercise the voting and/or consensual rights and powers which it is entitled to exercise pursuant to this Section and (ii) to receive and retain cash dividends and distributions shall cease, and all such rights shall thereupon become vested in the same form Collateral Agent, which shall have the sole and exclusive right and authority to exercise such voting and/or consensual rights and receive such cash dividends and distributions until such time as so received (with any necessary endorsement)such Event of Default has been cured.

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

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

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

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

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

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

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

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

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

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

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

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

Exercise of Rights in Pledged Collateral. (i) Without in any way limiting the foregoing and subject to clause (ii) below, such Grantor shall have the right to exercise all voting rights or other rights relating to the Pledged Collateral owned by it for all purposes not inconsistent with this Security Agreement, the Credit Agreement or any other Loan Document; provided however, that no vote or other right shall be exercised or action taken which would have the effect of impairing the rights of the Collateral Administrative Agent in respect of such Pledged Collateral. (ii) Such Grantor will permit the Collateral Administrative Agent or its nominee at any time after the occurrence of a an Event of Default, without notice, to exercise all voting rights or other rights relating to the Pledged Collateral owned by it, including, without limitation, exchange, subscription or any other rights, privileges, or options pertaining to any Capital Stock Equity Interest or Investment Property constituting such Pledged Collateral as if it were the absolute owner thereof. (iii) Such Grantor shall be entitled to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Collateral owned by it to the extent not in violation of the Credit Agreement other than than, solely following and during the continuation of an Event of Default, any of the following distributions and payments (collectively referred to as the “Excluded Payments”): (A) dividends and interest paid or payable other than in cash in respect of such Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, such any Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect of such Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of an issuerissuer except pursuant to a transaction permitted by Section 6.03 of the Credit Agreement; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, such Pledged Collateral; provided, provided however, that until actually paid, all rights to such distributions shall remain subject to the Lien created by this Security Agreement; and. (iv) All Following the occurrence and during the continuation of an Event of Default, all Excluded Payments and all other distributions in respect of any of the Pledged Collateral owned by such Grantor, whenever paid or made, shall be delivered to the Collateral Administrative Agent to hold as Pledged Collateral and shall, if received by such Grantor, be received in trust for the benefit of the Collateral Administrative Agent, be segregated from the other property or funds of such Grantor, and be forthwith delivered to the Collateral Administrative Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

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

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

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

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

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

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

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

Exercise of Rights in Pledged Collateral. (i) Without in any way limiting the foregoing and subject to clause (ii) below, such Grantor shall have the right to exercise all voting rights or other rights relating to the Pledged Collateral owned by it for all purposes not inconsistent with this Security Agreement, the Credit Agreement or any other Loan Document; provided however, that no vote or other right shall be exercised or action taken which would have the effect of impairing the rights of the Collateral Agent Lender in respect of such the Pledged CollateralCollateral (other than in connection with a Permitted Disposition). (ii) Such Grantor will permit the Collateral Agent Lender or its nominee at any time after the occurrence and during the continuance of a an Event of Default, without notice, to exercise all voting rights or other rights relating to the Pledged Collateral owned by itCollateral, including, without limitation, exchange, subscription or any other rights, privileges, or options pertaining to any Capital Stock Equity Interest or Investment Property constituting such Pledged Collateral as if it were the absolute owner thereof. (iii) Such Grantor shall be entitled to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Collateral owned by it to the extent not in violation of the Credit Agreement other than any of Agreement; provided, that the following distributions and payments (collectively referred to as the “Excluded Payments”): ) shall also be subject to clause (Aiv) below: (a) dividends and interest paid or payable other than in cash in respect of such any Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, such any Pledged Collateral; (Bb) dividends and other distributions paid or payable in cash in respect of such any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of an issuer; and (Cc) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, such any Pledged Collateral; provided, provided however, that until actually paid, all rights to such distributions shall remain subject to the Lien created by this Security Agreement; and (iv) All Excluded Payments and all other distributions in respect of any of the Pledged Collateral owned by such GrantorCollateral, whenever paid or made, shall be delivered become part of the Collateral without any further action. Such Grantor shall immediately notify Lender of receipt of any Excluded Payments (other than Excluded Payments received in connection with investments held in any investment accounts) and take all steps, if any, necessary or reasonably requested by Lender pursuant to the Collateral Agent terms of this Agreement to hold as Pledged Collateral ensure that the Lender obtains a valid and perfection security interest in and, if applicable, Control over such Excluded Payments, and pending any such action, any Excluded Payments shall, if received by such Grantor, be received in trust for the benefit of Lender and, to the Collateral Agentextent necessary to create or maintain the validity, perfection or priority of Lender’s security interest in such property, be kept segregated from the other property or funds of such Grantor, and be forthwith delivered to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).