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 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 Administrative Agent hereunder in respect of the Pledged Collateral (except for actions (and votes in respect thereof) that are expressly permitted by the Credit Agreement). (ii) Such Grantor will permit the Administrative Agent or its nominee at any time after the occurrence and during the continuation of an Event of Default, without notice, to 10 WEIL:\98740446\6\35899.0596 exercise all voting rights or other rights relating to Pledged Collateral, including, without limitation, exchange, subscription or any other rights, privileges, or options pertaining to any Equity Interest or Investment Property constituting Pledged Collateral as if it were the absolute owner thereof. (iii) 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; and (iv) All distributions in respect of any of the Pledged Collateral which are not permitted under the Credit Agreement, whenever paid or made, shall be delivered to the Administrative Agent to hold as Pledged Collateral and 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 (with any necessary endorsement). 4.5.

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 for all purposes not inconsistent with prohibited by this Security Agreement, the Credit Agreement Indenture or any other Loan Indenture 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 Administrative Agent hereunder in respect of the Pledged Collateral (except for actions (and votes in respect thereof) that are expressly permitted by the Credit Agreement). (ii) Such Grantor will permit the Administrative Agent or its nominee at At any time after the occurrence and during the continuation continuance of an Event of Default, without noticeafter prior written notice to the applicable Grantor, the Collateral Agent (or its non-fiduciary agent or designee) shall have the right (x) to 10 WEIL:\98740446\6\35899.0596 receive any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Collateral and other proceeds paid in respect of the Pledged Collateral and make application thereof to the Secured Obligations in accordance with the Indenture and (y) to exercise all voting rights or and other rights relating to Pledged Collateral, including, without limitation, exchange, subscription or and any other rights, privileges, or and options pertaining to any Equity Interest or Investment Property constituting Pledged Collateral as if it were the absolute owner thereof. (iii) To ; provided, that, unless otherwise directed by the extent not Holders of a majority in violation principal amount of the Credit AgreementNotes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), the Collateral Agent shall have the right at any time after the occurrence and during the continuance of an Event of Default to permit the Grantors to exercise such rights. Unless an Event of Default shall have occurred and be continuing and the Collateral Agent shall have given notice to the applicable Grantor of the Collateral Agent’s intent to exercise its corresponding rights pursuant to clause (ii) above, each Grantor shall be entitled to collect receive and receive for its own use retain any and all cash dividends dividends, interest, principal and interest other distributions paid on or distributed in respect of the Pledged Collateral to the extent, and only to the extent, that such dividends, interest, principal and other distributions are permitted by, and otherwise paid or distributed in accordance with, the terms and conditions of the Indenture, the other Indenture Documents and applicable law; provided, however, that any non-cash dividends, interest, principal or other distributions that would constitute Pledged Collateral; and (iv) All distributions in respect , 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 which are not permitted under the Credit AgreementCollateral, whenever paid or made, shall be delivered to the Administrative 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 Administrative Agent, be segregated from the other property or funds of such Grantor, Secured Parties and shall be forthwith delivered to the Administrative 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). 4.5.

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 to exercise all voting rights or other rights relating to the Pledged Collateral for all purposes not inconsistent with this Security Agreement, the Credit Agreement or any other Loan Document; provided, however, that no vote or other right shall be exercised or action taken which would have the effect of impairing the rights of the Administrative Agent hereunder in respect of the Pledged Collateral (except for actions (and votes in respect thereof) that are expressly permitted by the Credit Agreement). (ii) Such Grantor will permit the Administrative Agent or its nominee at any time after the occurrence and during the continuation of an Event of Default, without notice, to 10 WEIL:\98740446\6\35899.0596 exercise all voting rights or other rights relating to Pledged Collateral, including, without limitation, exchange, subscription or any other rights, privileges, or options pertaining to any Equity Interest or Investment Property constituting Pledged Collateral as if it were the absolute owner thereof. (iii) To the extent not in violation of the Credit Agreement, such Grantor shall be entitled to collect exercise any and receive for its own use all cash dividends voting and/or consensual rights and interest paid in respect powers accruing to an owner of the Pledged Collateral; and Securities being pledged by it hereunder or any part thereof for any purpose not inconsistent with the terms hereof, at all times, except as expressly provided in paragraph (ivc) below. (b) All dividends or distributions in respect 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 outstanding capital stock of the issuer or received in exchange for Pledged Securities or any part thereof or as a result of any merger, consolidation, acquisition, or other exchange of assets to which the issuer may be a party, or otherwise, shall be and become part of the Pledged Collateral which are not permitted under the Credit Agreement, whenever paid or made, Securities pledged hereunder and shall immediately be delivered to the Administrative 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 Administrative Collateral Agent, be segregated from the other property or funds of such Grantor’s own assets, and shall be forthwith delivered to the Administrative 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. 4.5.

Exercise of Rights in Pledged Collateral. (i) Without in any way limiting the foregoing and subject to clause (ii) belowSection 4.4(c)(ii), 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 Note or any other Loan Note Document; provided, provided however, that no vote or other right shall be exercised or action taken which that would have the effect of impairing the rights of the Administrative Agent hereunder Holder in respect of the such Pledged Collateral (except for actions (and votes in respect thereof) that are expressly permitted by the Credit Agreement)any material respect. (ii) Such ii)The Grantor will permit the Administrative Agent Holder or its nominee at any time after the occurrence and during the continuation existence of an Event of Default, without notice, to 10 WEIL:\98740446\6\35899.0596 exercise all voting rights or other rights relating to the Pledged CollateralCollateral owned by it, including, without limitation, exchange, subscription or any other rights, privileges, or options pertaining to any Equity Interest or Investment Property constituting Pledged Collateral as if it were the absolute owner thereof. (iii) To the extent not in violation of the Credit Agreement, such iii)The Grantor shall be entitled to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Collateral owned by it; provided, however, if an Event of Default exists, the Grantor shall not be able to retain any of the following distributions and 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, 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 (ivC) All cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, such Pledged Collateral; provided further, that until actually paid, all rights to such distributions shall remain subject to the Lien created by this Agreement (all such distributions and payments permitted under this subsection 4.4(c)(iii), collectively, the “Excluded Payments”); and (iv)All distributions in respect of any of the Pledged Collateral which are not permitted under owned by the Credit AgreementGrantor, whenever paid or made, other than Excluded Payments made in accordance with Section 4.4(c)(iii), shall be delivered to the Administrative Agent Holder to hold as Pledged Collateral if an Event of Default exists and shall, if received by such Grantorthe Grantor while an Event of Default exists, be received in trust for the benefit of the Administrative AgentHolder, be segregated from the other property or funds of such the Grantor, and be forthwith delivered to the Administrative Agent Holder as Pledged Collateral in the same form as so received (with any necessary endorsement). 4.55.5.

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 right, unless an Event of Default has occurred and is continuing after prior written notice to the Canadian Borrower by the Administrative Agent, to exercise all voting rights or other rights relating to the Pledged Collateral for all purposes any purpose that does not inconsistent with violate this Security Agreement, the ABL Credit Agreement or any other Loan Document; provided, however, that no vote or other right shall be exercised or action taken which would have the effect of impairing the rights of the Administrative Agent hereunder in respect of the Pledged Collateral (except for actions (and votes in respect thereof) that are expressly permitted by the Credit Agreement). (ii) Such Grantor will permit the Administrative Agent or its nominee at any time after when an Event of Default has occurred and is continuing shall have the right to exercise the rights and remedies provided under Section 5.01(a)(iv) (subject to the notice requirements set forth therein) and upon the occurrence and during the continuation continuance of an Event of DefaultDefault after prior written notice to the Canadian Borrower, without notice, all rights of the Grantors to 10 WEIL:\98740446\6\35899.0596 exercise all or refrain from exercising voting rights or other consensual rights relating to Pledged Collateral, including, without limitation, exchange, subscription or any other rights, privileges, or options pertaining as a holder with respect to any Equity Interest or Investment Property constituting Pledged Collateral as if it were the absolute owner thereof. (iii) To the extent not in violation of the Credit Agreementcollateral shall cease; and subject to Section 5.01(a)(iv), 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 (unless, and solely to the extent, otherwise provided under the ABL Credit Agreement or the other Loan Documents); provided that any non-cash dividends or other distributions that would constitute Pledged Collateral; and (iv) All distributions in respect , 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, amalgamation, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall, to the extent constituting Collateral, hold in trust for the Administrative Agent and be and become part of the Pledged Collateral which are not permitted under the Credit AgreementCollateral, whenever paid or madeand, if received by any Grantor, shall be delivered to the 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 Administrative Agent, be segregated from the other property or funds of such Grantor, and be forthwith delivered to the Administrative 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). 4.5[Reserved.] [Reserved.]

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 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 Administrative Agent hereunder in respect of the Pledged Collateral (except for actions (and votes in respect thereof) that are expressly permitted by the Credit Agreement)Collateral. (ii) Such The Grantor will permit the Administrative Agent or its nominee at any time after the occurrence and during the continuation of an Event of Default, without notice, to 10 WEIL:\98740446\6\35899.0596 exercise all voting rights or other rights relating to Pledged Collateral, including, without limitation, exchange, subscription or any other rights, privileges, or options pertaining to any Equity Interest or Investment Property constituting Pledged Collateral as if it were the absolute owner thereof. (iii) To the extent not in violation of the Credit Agreement, 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 to the extent not in violation of the Credit Agreement other than any of the following distributions and payments (collectively referred to as the “Excluded Payments”): (A) dividends and interest paid or payable other than in cash in respect of any Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of an issuer; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, any Pledged Collateral; provided however, that until actually paid, all rights to such distributions shall remain subject to the Lien created by this Security Agreement; and (iv) All Excluded Payments and all other distributions in respect of any of the Pledged Collateral which are not permitted under the Credit AgreementCollateral, whenever paid or made, shall be delivered to the Administrative Agent to hold as Pledged Collateral and shall, if received by such the 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 (with any necessary endorsement). 4.5.the