Common use of Pledged Collateral Clause in Contracts

Pledged Collateral. (a) During the continuance of an Event of Default, but subject to the terms of the Financing Orders, upon notice by the Administrative Agent to the relevant Grantor or Grantors, (i) the Administrative Agent shall have the right to receive any and all Proceeds of the Pledged Collateral and make application thereof to the Obligations in the order set forth in the Credit Agreement and in accordance with the terms of the Senior Lenders Intercreditor Agreement, and (ii) to the extent applicable with respect to the particular Pledged Collateral, the Administrative Agent or its nominee may exercise (A) all voting, consent, corporate and other rights pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate, partnership or limited liability company structure of any issuer of Pledged Collateral, the right to deposit and deliver any and all of the Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.

Pledged Collateral. (a) During the continuance of an Event of Default, but subject to the terms of the Financing Orders, upon notice by the Administrative Agent to the relevant Grantor or Grantors, (i) the Administrative Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Collateral and make application thereof to the Secured Obligations in the order set forth in the Credit Agreement and in accordance with the terms of the Senior Lenders Intercreditor Agreement, and (ii) to the extent applicable with respect to the particular Pledged Collateral, the Administrative Agent or its nominee may exercise (A) all any voting, consent, corporate and other rights right pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any and all rights right of conversion, exchange and subscription and any other rightsright, privileges privilege or options option pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate, partnership or limited liability company structure of any issuer of Pledged Collateral, the right to deposit and deliver any and all of the Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it; provided, but however, that the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.

Pledged Collateral. (ai) During the continuance of an Event of Default, but subject to the terms of the Financing Orders, upon notice by if the Administrative Agent shall give notice of its intent to exercise such rights to the relevant Grantor Loan Party or GrantorsLoan Parties, (i) the Administrative Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Collateral and make application thereof to the Obligations in the order set forth in the Credit Agreement and in accordance with the terms of the Senior Lenders Intercreditor Agreementherein, and (ii) to the extent applicable with respect to the particular Pledged Collateral, the Administrative Agent or its nominee may exercise (A) all voting, consent, corporate and other rights pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate, partnership or limited liability company corporate structure of any issuer of Pledged Collateral, the right to deposit and deliver any and all of the Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to any Grantor Loan Party to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.

Pledged Collateral. (a) During Subject to the terms of the Intercreditor Agreement and during the continuance of an Event of Default, but subject to the terms of the Financing Orders, upon notice by the Administrative Collateral Agent to the relevant Grantor or Grantors, (i) the Administrative Collateral Agent shall have the right to receive any and all Proceeds of the Pledged Collateral and make application thereof to the Secured Obligations in the order set forth in the Credit Intercreditor Agreement and in accordance with the terms of the Senior Lenders Intercreditor Agreement, and (ii) to the extent applicable with respect to the particular Pledged Collateral, the Administrative Collateral Agent or its nominee may exercise (A) all any voting, consent, corporate and other rights right pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any and all rights right of conversion, exchange and subscription and any other rightsright, privileges privilege or options option pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Collateral upon the merger, amalgamation, consolidation, reorganization, recapitalization or other fundamental change in the corporate, partnership corporate or limited liability company equivalent structure of any issuer of Pledged Collateral, the right to deposit and deliver any and all of the Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Collateral Agent may determine), all without liability except to account for property actually received by it; provided, but however, that the Administrative Collateral Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.

Pledged Collateral. (ai) During the continuance of an Event a Lender Termination Event, if the Lender shall give notice of Default, but subject its intent to the terms of the Financing Orders, upon notice by the Administrative Agent exercise such rights to the relevant Grantor or Grantors, (i) the Administrative Agent Lender shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Collateral and make application thereof to the Obligations in the order set forth in the Credit Agreement and in accordance with the terms of the Senior Lenders Intercreditor Agreementherein, and (ii) to the extent applicable with respect to the particular Pledged Collateral, the Administrative Agent Lender or its nominee may exercise (A) all voting, consent, corporate and other rights pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate, partnership or limited liability company corporate structure of any issuer of Pledged Collateral, the right to deposit and deliver any and all of the Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent Lender may determine), all without liability except to account for property actually received by it, but the Administrative Agent Lender shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.

Pledged Collateral. (a) During the continuance of an Event of Default, but subject to the terms of the Financing Orders, upon notice by the Administrative Agent to the relevant Grantor or GrantorsFCMC, (i) the Administrative Agent shall have the right to receive any and all Proceeds of the Pledged Collateral and make application thereof to the Secured Obligations in the order set forth in the Credit Agreement and Loan Documents (or if no such order is set forth therein, then in accordance with such order as the terms of the Senior Lenders Intercreditor Agreement, Administrative Agent may elect) and (ii) to the extent applicable with respect to the particular Pledged Collateral, the Administrative Agent or its nominee may exercise (A) all any voting, consent, corporate and other rights right pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any and all rights right of conversion, exchange and subscription and any other rightsright, privileges privilege or options option pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate, partnership or limited liability company corporate structure of any issuer of Pledged Collateral, the right to deposit and deliver any and all of the Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it; provided, but however, that the Administrative Agent shall have no duty to any Grantor FCMC to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.

Pledged Collateral. (a) During Subject to the terms of the Intercreditor Agreement and during the continuance of an Event of Default, but subject to Default under any Credit Agreement or the terms of the Financing OrdersIndenture, upon notice by the Administrative Collateral Agent to the relevant Grantor or Grantors, (i) the Administrative Collateral Agent shall have the right to receive any and all Proceeds of the Pledged Collateral and make application thereof to the Secured Obligations in the order set forth in the Credit Intercreditor Agreement and in accordance with the terms of the Senior Lenders Intercreditor Agreement, and (ii) to the extent applicable with respect to the particular Pledged Collateral, the Administrative Collateral Agent or its nominee may exercise (A) all any voting, consent, corporate and other rights right pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any and all rights right of conversion, exchange and subscription and any other rightsright, privileges privilege or options option pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Collateral upon the merger, amalgamation, consolidation, reorganization, recapitalization or other fundamental change in the corporate, partnership corporate or limited liability company equivalent structure of any issuer of Pledged Collateral, the right to deposit and deliver any and all of the Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Collateral Agent may determine), all without liability except to account for property actually received by it; provided, but however, that the Administrative Collateral Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.

Pledged Collateral. (ai) During the continuance of an Event of Default, but subject to the terms of the Financing Orders, upon notice by if the Administrative Agent shall give notice of its intent to exercise such rights to the relevant Grantor or Grantors, (i) the Administrative Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Collateral and make application thereof to the Obligations in the order set forth in the Credit Agreement and in accordance with the terms of the Senior Lenders Intercreditor Agreementherein, and (ii) to the extent applicable with respect to the particular Pledged Collateral, the Administrative Agent or its their nominee may exercise (A) all voting, consent, corporate and other rights pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate, partnership or limited liability company corporate structure of any issuer of Pledged Collateral, the right to deposit and deliver any and all of the Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.

Pledged Collateral. (a) During Upon the occurrence and during the continuance of an Event of Default, but subject to the terms of the Financing Orders, upon notice by the Administrative Collateral Agent to the relevant Grantor or Grantors, (i) the Administrative Collateral Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Collateral and make application thereof to the Obligations in the order set forth in the Credit Agreement and in accordance with the terms of the Senior Lenders Intercreditor Agreement, and (ii) to the extent applicable with respect to the particular Pledged Collateral, the Administrative Collateral Agent or its nominee may exercise (A) all voting, consent, corporate corporate, partnership or limited liability company and other rights pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate, partnership or limited liability company corporate structure of any issuer of Pledged CollateralSecurities, the right to deposit and deliver any and all of the Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Collateral Agent may determine), all without liability except to account for property actually received by it; provided, but however, that the Administrative Collateral Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.

Pledged Collateral. (a) During the continuance of an Event of Default, but subject to the terms of the Financing Orders, upon notice by the Administrative Agent Collateral Trustee to the relevant Grantor or GrantorsGrantor, (i) the Administrative Agent Collateral Trustee shall have the right to receive any and all Proceeds of the Pledged Collateral and make application thereof to the Obligations in the order set forth in the Credit Agreement and in accordance with the terms of the Senior Lenders Intercreditor Collateral Trust Agreement, and (ii) to the extent applicable with respect to the particular Pledged Collateral, the Administrative Agent Collateral Trustee or its nominee may exercise (A) all voting, consent, corporate and other rights pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate, partnership or limited liability company corporate structure of any issuer of Pledged CollateralSecurities, the right to deposit and deliver any and all of the Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent Collateral Trustee may determine), all without liability except to account for property actually received by it, but the Administrative Agent Collateral Trustee shall have no duty to any the Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.

Pledged Collateral. Subject to the terms of the Transaction Documents, unless and until an Event of Default shall have occurred, the Pledgor shall be entitled to receive and retain for its own account any cash dividend on or other cash distribution or payment, if any, in respect of the Pledged Collateral; provided, however, that, the Pledgor shall not be entitled to receive (ai) During cash paid, payable or otherwise distributed in redemption of, or in exchange for or in substitution of, any Pledged Collateral held by the Pledgor, or (ii) dividends and other distributions paid or payable in cash in respect of any such Pledged Collateral in connection with a partial or total liquidation or dissolution of any Person whose ownership interests constitute Pledged Collateral or in connection with a reduction of capital, capital surplus or paid-in-surplus or any other type of recapitalization involving any such Person. At the request of Xxxx, upon the occurrence and during the continuance of any Event of Default, Xxxx shall be entitled to receive all distributions and payments of any nature with respect to any Pledged Collateral, and all such distributions or payments received by the Pledgor shall be held in trust for Xxxx and, in accordance with Aron’s instructions, remitted to Xxxx or deposited to an account with Xxxx in the form received (with any necessary endorsements or instruments of assignment or transfer). Following the occurrence and during the continuance of an Event of Default any such distributions and payments with respect to any Pledged Collateral held in any securities account shall be held and retained in such securities account, in each case as part of the Collateral hereunder. Additionally, Xxxx shall have the right, upon the occurrence and during the continuance of an Event of Default, but subject following prior written notice to the terms of the Financing OrdersPledgor, upon notice by the Administrative Agent to the relevant Grantor or Grantorsvote and to give consents, (i) the Administrative Agent shall have the right to receive any ratifications and all Proceeds of the Pledged Collateral and make application thereof to the Obligations in the order set forth in the Credit Agreement and in accordance with the terms of the Senior Lenders Intercreditor Agreement, and (ii) to the extent applicable waivers with respect to the particular any Pledged Collateral, the Administrative Agent or its nominee may and to exercise (A) all voting, consent, corporate and other rights pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any and all rights of conversion, exchange and exchange, subscription and or any other rights, privileges or options pertaining to the Pledged Collateral thereto, as if it Xxxx were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate, partnership or limited liability company structure of any issuer of Pledged Collateral, the right to deposit and deliver any and all of the Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it, but the Administrative Agent thereof; provided that Xxxx shall have no duty to any Grantor to exercise any such right, privilege or option of the foregoing rights afforded to it and shall not be responsible to the Pledgor or any other Person for any failure to do so or delay in so doingdoing so.

Pledged Collateral. (ai) During Upon the occurrence and during the continuance of an Event of Default, but subject to the terms of the Financing Orders, upon notice by if the Administrative Agent shall give notice of its intent to exercise such rights to the relevant Grantor or Grantors, (i) the Administrative Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Collateral and make application thereof to the Obligations in the order set forth in the Credit Agreement and in accordance with the terms of the Senior Lenders Intercreditor Agreement, herein and (ii) to the extent applicable with respect to the particular Pledged Collateral, the Administrative Agent or its nominee may exercise (A) all voting, consent, corporate and other rights pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate, partnership or limited liability company corporate structure of any issuer of Pledged CollateralSecurities, the right to deposit and deliver any and all of the Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.

Pledged Collateral. (a) During Upon the occurrence and during the continuance of an Event of Default, but subject to the terms of the Financing Orders, upon notice by the Administrative Agent to the relevant Grantor or Grantors, (i) the Administrative Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Collateral and make application thereof to the Obligations in the order set forth in the Credit Agreement and in accordance with the terms of the Senior Lenders Intercreditor Agreement, and (ii) to the extent applicable with respect to the particular Pledged Collateral, the Administrative Agent or its nominee may exercise (A) all voting, consent, corporate corporate, partnership or limited liability company and other rights pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate, partnership or limited liability company corporate structure of any issuer of Pledged CollateralSecurities, the right to deposit and deliver any and all of the Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it; provided, but however, that the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.

Pledged Collateral. (a) During the continuance of an Event of Default, but subject to the terms of the Financing Orders, upon notice by the Administrative either Collateral Agent to the relevant Grantor or Grantors, (i) the Administrative each Collateral Agent shall have the right to receive any and all Proceeds of the Pledged Collateral and turn them over to the Applicable Collateral Agent as provided in SECTION 5.4 (PROCEEDS TURNED OVER TO APPLICABLE COLLATERAL AGENT) for the PLEDGE AND SECURITY AGREEMENT PRESTIGE BRANDS, INC. Applicable Collateral Agent to make application thereof to the Obligations in the order set forth in the Credit Agreement and in accordance with the terms of the Senior Lenders Intercreditor Agreement, and (ii) to the extent applicable with respect to the particular Pledged Collateral, the Administrative each Collateral Agent or its nominee may exercise (A) all any voting, consent, corporate and other rights right pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any and all rights right of conversion, exchange and subscription and any other rightsright, privileges privilege or options option pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Collateral upon the merger, amalgamation, consolidation, reorganization, recapitalization or other fundamental change in the corporate, partnership corporate or limited liability company equivalent structure of any issuer of Pledged CollateralStock, the right to deposit and deliver any and all of the Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative each Collateral Agent may reasonably determine), all without liability except to account for property actually received by it; PROVIDED, but the Administrative HOWEVER, that no Collateral Agent shall have no any duty to any Grantor to exercise any such right, privilege or option and no Collateral Agent shall not be responsible for any failure to do so or delay in so doing.

Pledged Collateral. (ai) During Upon the occurrence and during the continuance of an Event of DefaultDefault (subject only to any required notice provided in the Orders), but subject if the Lender shall give notice of its intent to exercise such rights to the terms of the Financing Orders, upon notice by the Administrative Agent to the relevant Grantor or GrantorsGrantor, (iA) the Administrative Agent Lender shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Collateral and make application thereof to the Obligations in the order set forth in the Credit Agreement and in accordance with the terms of the Senior Lenders Intercreditor Agreement, herein and (iiB) to the extent applicable with respect to the particular Pledged Collateral, the Administrative Agent Lender or its nominee may exercise (A1) all voting, consent, corporate and other rights pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B2) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate, partnership or limited liability company corporate structure of any issuer of Pledged Collateral, the right to deposit and deliver any and all of the Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent Lender may determine), all without liability except to account for property actually received by it, but the Administrative Agent Lender shall have no duty to any the Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.

Pledged Collateral. (a) During the continuance of an Event of Default, but subject Default (to the terms extent such Event of Default (other than a Bankruptcy Event of Default) has been declared in writing), the Collateral Agent (at the direction of the Financing Orders, upon notice by the Administrative Agent applicable Secured Party Representative) to the relevant Grantor or GrantorsGrantor, (i) the Administrative Collateral Agent shall have the right to receive any and all Proceeds of the Pledged Collateral and make application thereof to the Secured Obligations in the order set forth in the Credit Indentures and subject to the Intercreditor Agreement and in accordance with the terms of the Senior Lenders Intercreditor Agreement, and (ii) to the extent applicable with respect to the particular Pledged Collateral, the Administrative Collateral Agent or its nominee may exercise (A) all any voting, consent, corporate and other rights right pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any and all rights right of conversion, exchange and subscription and any other rightsright, privileges privilege or options option pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Collateral upon the merger, amalgamation, consolidation, reorganization, recapitalization or other fundamental change in the corporate, partnership corporate or limited liability company equivalent structure of any issuer of Pledged Collateral, the right to deposit and deliver any and all of the Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Collateral Agent may determine), all without liability except to account for property actually received by it; provided, but however, that the Administrative Collateral Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.

Pledged Collateral. (a) During the continuance of an Event of Default, but subject to the terms of the Financing Orders, upon notice by the Administrative Agent to the relevant Grantor Loan Party or GrantorsLoan Parties, (i) the Administrative Agent shall have the right to receive any and all Proceeds of the Pledged Collateral and make application thereof to the Secured Obligations in the order set forth in the Credit Agreement and Loan Documents (or if no such order is set forth therein, then in accordance with such order as the terms of the Senior Lenders Intercreditor Agreement, Administrative Agent may elect) and (ii) to the extent applicable with respect to the particular Pledged Collateral, the Administrative Agent or its nominee may exercise (A) all any voting, consent, corporate and other rights right pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any and all rights right of conversion, exchange and subscription and any other rightsright, privileges privilege or options option pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate, partnership or limited liability company corporate structure of any issuer of Pledged Collateral, the right to deposit and deliver any and all of the Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it; provided, but however, that the Administrative Agent shall have no duty to any Grantor Loan Party to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.

Pledged Collateral. (a) During the continuance of an Event of Default, but subject to the terms of the Financing Orders, upon notice by the Administrative Agent to the relevant Grantor or Grantors, (i) the Administrative Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Collateral and make application thereof to the Obligations in the order set forth in the Credit Agreement and in accordance with the terms of the Senior Lenders Intercreditor Agreement, and (ii) to the extent applicable with respect to the particular Pledged Collateral, the Administrative Agent or its nominee may exercise (A) all voting, consent, corporate corporate, partnership or limited liability company and other rights pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate, partnership or limited liability company corporate structure of any issuer of Pledged CollateralSecurities, the right to deposit and deliver any and all of the Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it; provided, but however, that the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.

Pledged Collateral. (ai) During the continuance of an Event of Default, but subject to the terms of the Financing Orders, upon notice by the Administrative Agent to the relevant Grantor or Grantors, (i) the Administrative Senior Collateral Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Collateral and make application thereof first to the Revolving Secured Obligations and then to the Term Secured Obligations in the order set forth in the Credit Agreement and in accordance with the terms of the Senior Lenders Intercreditor Agreementherein, and (ii) to the extent applicable with respect to the particular Pledged Collateral, the Administrative Senior Collateral Agent or its nominee may exercise (A) all voting, consent, corporate and other rights pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate, partnership or limited liability company organizational structure of any issuer of Pledged CollateralSecurities, the right to deposit and deliver any and all of the Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Senior Collateral Agent may determine), all without liability except to account for property actually received by it, but the Administrative Senior Collateral Agent shall have no duty to any Grantor Credit Party to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.

Pledged Collateral. (ai) During the continuance of an Event of Default, but subject to the terms of the Financing Orders, upon notice by if the Administrative Agent shall give notice of its intent to exercise such rights to the relevant Grantor Loan Party or GrantorsLoan Parties, (i) the Administrative Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Collateral and make application thereof to the Secured Obligations in the order set forth in the Credit Agreement and in accordance with the terms of the Senior Lenders Intercreditor Agreementherein, and (ii) to the extent applicable with respect to the particular Pledged Collateral, the Administrative Agent or its nominee may exercise (A) all voting, consent, corporate and other rights pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate, partnership or limited liability company corporate structure of any issuer of Pledged CollateralSecurities, the right to deposit and deliver any and all of the Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to any Grantor Loan Party to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.

Pledged Collateral. (a) During Subject to the provisions of the Lien Subordination Agreement, during the continuance of an Event of Default, but subject to the terms of the Financing Orders, upon notice by the Administrative Agent Secured Party to the relevant Grantor or Grantors, (i) the Administrative Agent Secured Party shall have the right to receive any and all Proceeds of the Pledged Collateral and make application thereof to the Obligations in the order set forth in the Subordinated Credit Agreement and in accordance with the terms of the Senior Lenders Intercreditor Agreement, and (ii) to the extent applicable with respect to the particular Pledged Collateral, the Administrative Agent Secured Party or its nominee may exercise (A) all voting, consent, corporate and other rights pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate, partnership or limited liability company corporate structure of any issuer of Pledged CollateralSecurities, the right to deposit and deliver any and all of the Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent Secured Party may determine), all without liability except to account for property actually received by it, but the Administrative Agent Secured Party shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.

Pledged Collateral. (a) During Subject to the terms of the Intercreditor Agreement, during the continuance of an Event of Default, but subject to the terms of the Financing Orders, upon written notice by the Administrative Collateral Agent to the relevant Grantor or Grantors, (i) the Administrative Collateral Agent shall have the right to receive any and all Proceeds of the Pledged Collateral and make application thereof to the Secured Obligations in the order set forth in the Credit Agreement and in accordance with the terms of the Senior Lenders Intercreditor Agreement, and (ii) to the extent applicable with respect to the particular Pledged Collateral, the Administrative Collateral Agent or its nominee may exercise (A) all any voting, consent, corporate and other rights right pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any and all rights right of conversion, exchange and subscription and any other rightsright, privileges privilege or options option pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate, partnership or limited liability company corporate structure of any issuer of Pledged Collateral, Stock and the right to deposit and deliver any and all of the Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Collateral Agent may determine), all without liability except to account for property actually received by it; provided, but however, that the Administrative Collateral Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.

Pledged Collateral. (a) During the continuance of an Event of Default, but subject to the terms of the Financing Orders, upon notice by if the Administrative Agent shall give written notice of its intent to exercise such rights to the relevant Grantor or Grantors, (i) the Administrative Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Collateral and make application thereof to the Obligations in the order and manner set forth in the Credit Agreement and in accordance with the terms of the Senior Lenders Intercreditor Agreement, and (ii) to the extent applicable with respect to the particular Pledged Collateral, the Administrative Agent or its nominee may exercise (A) all voting, consent, corporate and other rights pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate, partnership or limited liability company corporate structure of any issuer of Pledged CollateralSecurities, the right to deposit and deliver any and all of the Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.

Pledged Collateral. (a) During the continuance of an Event of Default, but subject to the terms of the Financing Orders, upon notice by the Administrative Agent to the relevant Grantor or Grantors, (i) the Administrative Collateral Agent shall have the right to receive any and all Proceeds of the Pledged Collateral and the Pledgor Owned Collateral and make application thereof to the Secured Obligations in the order set forth in the Credit Agreement and in accordance with the terms of the Senior Lenders Intercreditor Agreement, and (ii) to the extent applicable with respect to the particular Pledged Collateral, the Administrative Collateral Agent or its nominee may exercise and no Grantor or Pledgor shall have the right to exercise (A) all any voting, consent, corporate and other rights right pertaining to the Pledged Collateral or Pledgor Owned Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or Pledgor Owned Collateral or otherwise and (B) any and all rights right of conversion, exchange and subscription and any other rightsright, privileges privilege or options option pertaining to the Pledged Collateral or Pledgor Owned Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Collateral or Pledgor Owned Collateral upon the merger, amalgamation, consolidation, reorganization, recapitalization or other fundamental change in the corporate, partnership or limited liability company corporate structure of any issuer of Pledged Stock or Pledgor Owned Collateral, the right to deposit and deliver any and all of the Pledged Collateral or Pledgor Owned Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Collateral Agent may determine), all without liability except to account for property actually received by it; provided, but however, that the Administrative Collateral Agent shall have no duty to any Grantor or Pledgor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.

Pledged Collateral. (a) During the continuance of an Event of Default, but subject to the terms of the Financing Orders, upon notice by the Administrative Agent to the relevant Grantor or Grantors, (i) the Administrative Collateral Agent shall have the right to receive any and all Proceeds of the Pledged Collateral and the Pledgor Owned Collateral and make application thereof to the Secured Obligations in the order set forth in the Credit Agreement and in accordance with the terms of the Senior Lenders Intercreditor Agreement, and (ii) to the extent applicable with respect to the particular Pledged Collateral, the Administrative Collateral Agent or its nominee may exercise and no Grantor or Pledgor shall have the right to exercise (A) all any voting, consent, corporate and other rights right pertaining to the Pledged Collateral or Pledgor Owned Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or Pledgor Owned Collateral or otherwise and (B) any and all rights right of conversion, exchange and subscription and any other rightsright, privileges privilege or options option pertaining to the Pledged Collateral or Pledgor Owned Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Collateral or Pledgor Owned Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate, partnership or limited liability company corporate structure of any issuer of Pledged Stock or Pledgor Owned Collateral, the right to deposit and deliver any and all of the Pledged Collateral or Pledgor Owned Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Collateral Agent may determine), all without liability except to account for property actually received by it; provided, but however, that the Administrative Collateral Agent shall have no duty to any Grantor or Pledgor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. For the avoidance of doubt, during an Event of Default, the Collateral Agent shall have the right to receive payments or distributions in respect of the Pledgor Owned Collateral arising under Section 4(a) of the Certificate of Incorporation of UTi, (U.S.) Holdings, Inc. that would otherwise be due to the Pledgor.

Pledged Collateral. Unless and until an Event of Default shall have occurred and be continuing, each Grantor shall be entitled to receive and retain for its own account any cash dividend on or other cash distribution or payment, if any, in respect of the Pledged Collateral, to the extent consistent with the Finance Documents and the Intercreditor Agreement. Upon the occurrence and during the continuance of any Event of Default, the Security Trustee shall be entitled to receive all distributions and payments of any nature with respect to any Pledged Collateral, and all such distributions or payments received by any Grantor shall be held in trust for the Security Trustee and, in accordance with the Security Trustee’s reasonable instructions, remitted to the Security Trustee or deposited to an account with the Security Trustee in the form received (a) During with any necessary endorsements or instruments of assignment or transfer). Additionally, the Security Trustee shall have the right, upon the occurrence and during the continuance of an Event of Default, but subject following prior written notice to the terms of the Financing Orderseach Grantor, upon notice by the Administrative Agent to the relevant Grantor or Grantorsvote and to give consents, (i) the Administrative Agent shall have the right to receive any ratifications and all Proceeds of the Pledged Collateral and make application thereof to the Obligations in the order set forth in the Credit Agreement and in accordance with the terms of the Senior Lenders Intercreditor Agreement, and (ii) to the extent applicable waivers with respect to the particular any Pledged Collateral, the Administrative Agent or its nominee may and to exercise (A) all voting, consent, corporate and other rights pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any and all rights of conversion, exchange and exchange, subscription and or any other rights, privileges or options pertaining to the Pledged Collateral thereto, as if it the Security Trustee were the absolute owner thereof (including thereof; provided that the right to exchange at its discretion any and all of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate, partnership or limited liability company structure of any issuer of Pledged Collateral, the right to deposit and deliver any and all of the Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it, but the Administrative Agent Security Trustee shall have no duty to any Grantor to exercise any such right, privilege or option of the foregoing rights afforded to it and shall not be responsible to any Grantor or any other Person for any failure to do so or delay in so doingdoing so.

Pledged Collateral. (ai) During the continuance of an Event of Default, but subject if the Collateral Agent shall give notice of its intent to the terms of the Financing Orders, upon notice by the Administrative Agent exercise such rights to the relevant Grantor Credit Party or GrantorsCredit Parties to the extent required by the Commitment Order or the Final DIP Order, (i) the Administrative Collateral Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Collateral and make application thereof first to the Secured Obligations in the order set forth in the Credit Agreement and in accordance with the terms of the Senior Lenders Intercreditor Agreementherein, and (ii) to the extent applicable with respect to the particular Pledged Collateral, the Administrative Collateral Agent or its nominee may exercise (A) all voting, consent, corporate and other rights pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate, partnership or limited liability company organizational structure of any issuer of Pledged Collateral, the right to deposit and deliver any and all of the Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Collateral Agent may determine), all without liability except to account for property actually received by it, but the Administrative Collateral Agent shall have no duty to any Grantor Credit Party to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.

Pledged Collateral. (a) During the continuance of an Event of Default, but subject to the terms of the Financing Orders, upon notice by the Administrative Agent Collateral Trustee (as directed in accordance with the Indentures and the Collateral Trust Agreement) to the relevant Grantor Pledgor or GrantorsPledgors, (i) the Administrative Agent Collateral Trustee shall have the right to receive any and all Proceeds of the Pledged Collateral and make application thereof to the Secured Obligations in the order set forth in the Credit Collateral Trust Agreement and (ii) the Collateral Trustee or its nominee may (as directed in accordance with the terms of Indentures and the Senior Lenders Intercreditor Collateral Trust Agreement, and (ii) to the extent applicable with respect to the particular Pledged Collateral, the Administrative Agent or its nominee may exercise (A) all any voting, consent, corporate and other rights right pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any and all rights right of conversion, exchange and subscription and any other rightsright, privileges privilege or options option pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Collateral upon the merger, amalgamation, consolidation, reorganization, recapitalization or other fundamental change in the corporate, partnership corporate or limited liability company equivalent structure of any issuer of Pledged Collateral, Stock and the right to deposit and deliver any and all of the Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent Collateral Trustee may determine), all without liability except to account for property actually received by it; provided, but however, that the Administrative Agent Collateral Trustee shall have no duty to any Grantor Pledgor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.

Pledged Collateral. (a) During the continuance of an Event of Default, but subject to the terms of the Financing Orders, upon notice by the Administrative Collateral Agent to the relevant Grantor or Grantors, (i) the Administrative Collateral Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Collateral and make application thereof to the Secured Obligations in the order set forth in the Credit Agreement and in accordance with the terms of the Senior Lenders Mexican Intercreditor Agreement, and (ii) to the extent applicable with respect to the particular Pledged Collateral, the Administrative Collateral Agent or its nominee may exercise (A) all voting, consent, corporate and other rights pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate, partnership or limited liability company corporate structure of any issuer of Pledged CollateralSecurities, the right to deposit and deliver any and all of the Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Collateral Agent may determine), all without liability except to account for property actually received by it, but the Administrative Collateral Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.

Pledged Collateral. (a) During the continuance of an Event of Default, but subject to the terms of the Financing Orders, upon notice by the Administrative Agent to the relevant Grantor or GrantorsGrantor, (i) the Administrative Agent shall have the right to receive any and all Proceeds of the Pledged Collateral and make application thereof to the Secured Obligations in the order set forth in the Credit Agreement and Loan Documents (or if no such order is set forth therein, then in accordance with such order as the terms of the Senior Lenders Intercreditor Agreement, Administrative Agent may elect) and (ii) to the extent applicable with respect to the particular Pledged Collateral, the Administrative Agent or its nominee may exercise (A) all any voting, consent, corporate and other rights right pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any and all rights right of conversion, exchange and subscription and any other rightsright, privileges privilege or options option pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate, partnership or limited liability company corporate structure of any issuer of Pledged Collateral, the right to deposit and deliver any and all of the Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it; provided, but however, that the Administrative Agent shall have no duty to any the Grantor or any other Loan Party to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.

Pledged Collateral. (a) During In accordance with, and to the extent consistent with, the terms of the Intercreditor Agreement, during the continuance of an Event of Default, but subject to the terms of the Financing Orders, upon notice by the Administrative Collateral Agent to the relevant Grantor or Grantors, (i) the Administrative Collateral Agent shall have the right to receive any and all Proceeds of the Pledged Collateral and make application thereof to the Secured Obligations in the order set forth in the Credit Agreement Indenture and in accordance with the terms of the Senior Lenders Intercreditor Agreement, and (ii) to the extent applicable with respect to the particular Pledged Collateral, the Administrative Collateral Agent or its nominee may exercise (A) all voting, consent, corporate and other rights pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate, partnership or limited liability company structure of any issuer of Pledged Collateral, the right to deposit and deliver any and all of the Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Collateral Agent may determine), all without liability except to account for property actually received by it, but the Administrative Collateral Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.

Pledged Collateral. (a) During Subject to the terms of the Intercreditor Agreement, during the continuance of an Event of Default, but subject to the terms of the Financing Orders, upon notice by the Administrative Collateral Agent to the relevant Grantor or Grantors, (i) the Administrative Collateral Agent shall have the right to receive any and all Proceeds of the Pledged Collateral and make application thereof to the Obligations in the order set forth in the Credit Agreement and in accordance with the terms of the Senior Lenders Intercreditor Agreement, and (ii) to the extent applicable with respect to the particular Pledged Collateral, the Administrative Collateral Agent or its nominee may exercise (A) all any voting, consent, corporate and other rights right pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any and all rights right of conversion, exchange and subscription and any other rightsright, privileges privilege or options option pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Collateral upon the merger, amalgamation, consolidation, reorganization, recapitalization or other fundamental change in the corporate, partnership corporate or limited liability company equivalent structure of any issuer of Pledged CollateralStock, the right to deposit and deliver any and all of the Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Collateral Agent may determine), all without liability except to account for property actually received by it; provided, but however, that the Administrative Collateral Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.

Pledged Collateral. (a) During the continuance of an Event of Default, but subject to the terms of the Financing Orders, upon notice by the Administrative Agent to the relevant Grantor or Grantors, (i) the Administrative Agent shall have the right to receive any and all Proceeds of the Pledged Collateral and make application thereof to the Obligations in the order set forth in the Credit Agreement and in accordance with the terms of the Senior Lenders Intercreditor Agreement, and (ii) to the extent applicable with respect to the particular Pledged Collateral, the Administrative Agent or its nominee may exercise (A) all any voting, consent, corporate and other rights right pertaining to the Pledged PLEDGE AND SECURITY AGREEMENT SWIFT & COMPANY Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any and all rights right of conversion, exchange and subscription and any other rightsright, privileges privilege or options option pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate, partnership or limited liability company corporate structure of any issuer of Pledged CollateralSecurities, the right to deposit and deliver any and all of the Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it; provided, but however, that the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.

Pledged Collateral. (ai) During the continuance of an Event of Default, but subject to the terms of the Financing Orders, upon notice by if the Administrative Agent shall give notice of its intent to exercise such rights to the relevant Grantor or Grantors, (i) the Administrative Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Collateral and make application thereof to the Obligations in the order set forth in the Credit Agreement and in accordance with the terms of the Senior Lenders Intercreditor Agreementherein, and (ii) to the extent applicable with respect to the particular Pledged Collateral, the Administrative Agent or its nominee may exercise (A) all voting, consent, corporate and other rights pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate, partnership or limited liability company corporate structure of any issuer of Pledged CollateralSecurities, the right to deposit and deliver any and all of the Pledged Collateral with any committee, depositary, transfer agent, registrar or other 105 designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.

Pledged Collateral. (ai) During the continuance of an Event of Default, but subject if the Senior Collateral Agent shall give notice of its intent to the terms of the Financing Orders, upon notice by the Administrative Agent exercise such rights to the relevant Grantor Credit Party or GrantorsCredit Parties to the extent required by the Interim Order or the Final DIP Order, as applicable, (i) the Administrative Senior Collateral Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Collateral and make application thereof first to the Revolving Secured Obligations and then to the Term Secured Obligations in the order set forth in the Credit Agreement and in accordance with the terms of the Senior Lenders Intercreditor Agreementherein, and (ii) to the extent applicable with respect to the particular Pledged Collateral, the Administrative Senior Collateral Agent or its nominee may exercise (A) all voting, consent, corporate and other rights pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate, partnership or limited liability company organizational structure of any issuer of Pledged CollateralSecurities, the right to deposit and deliver any and all of the Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Senior Collateral Agent may determine), all without liability except to account for property actually received by it, but the Administrative Senior Collateral Agent shall have no duty to any Grantor Credit Party to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.

Pledged Collateral. (ai) During the continuance of an Event of Default, but subject to the terms of the Financing Orders, upon notice by after the Administrative Agent shall give notice of its intent to exercise such rights to the relevant Grantor Loan Party or GrantorsLoan Parties to the extent required in the Bankruptcy Orders, (i) the Administrative Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Collateral and make application thereof to the Obligations in the order set forth in the Credit Agreement and in accordance with the terms of the Senior Lenders Intercreditor Agreementherein, and (ii) to the extent applicable with respect to the particular Pledged Collateral, the Administrative Agent or its nominee may exercise (A) all voting, consent, corporate and other rights pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate, partnership or limited liability company corporate structure of any issuer of Pledged CollateralSecurities, the right to deposit and deliver any and all of the Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to any Grantor Loan Party to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.

Pledged Collateral. (ai) During the continuance of an Event of Default, but subject if the Lender shall give notice of its intent to exercise such rights to the terms of the Financing Orders, upon notice by the Administrative Agent to the relevant Grantor or GrantorsLoan Parties, (i) the Administrative Agent Lender shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Released Hercules Stock and the Remaining Pledged Collateral and make application thereof to the Obligations in the order set forth in the Credit Agreement and in accordance with the terms of the Senior Lenders Intercreditor AgreementIndebtedness, and (ii) to the extent applicable with respect to the particular Pledged Collateral, the Administrative Agent Lender or its nominee may exercise exercise, to the extent exercisable by the applicable Loan Party, (A) all voting, consent, corporate and other rights pertaining to the Released Hercules Stock and the Remaining Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to the Released Hercules Stock and the Remaining Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate, partnership or limited liability company corporate structure of any issuer of Released Hercules Stock and the Remaining Pledged Collateral, the right to deposit and deliver any and all of the Released Hercules Stock and the Remaining Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent Lender may determine), all without liability except to account for property actually received by it, but the Administrative Agent Lender shall have no duty to any Grantor Loan Party to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.

Pledged Collateral. (ai) During the continuance of an Event of Default, but subject to the terms of the Financing Orders, upon notice by if the Administrative Agent shall give notice of its intent to exercise such rights to the relevant Credit Agreement EXIDE TECHNOLOGIES Grantor or Grantors, (iA) the Administrative Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Collateral and make application thereof to the Obligations in the order set forth in the Credit Agreement and in accordance with the terms of the Senior Lenders Intercreditor Agreement, herein and (iiB) to the extent applicable with respect to the particular Pledged Collateral, the Administrative Agent or its nominee may exercise (A1) all voting, consent, corporate and other rights pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B2) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate, partnership or limited liability company corporate structure of any issuer of Pledged CollateralSecurities, the right to deposit and deliver any and all of the Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.

Pledged Collateral. (ai) During Upon the occurrence and during the continuance of an Event of Default, but subject if the Lender shall give notice of its intent to the terms of the Financing Orders, upon notice by the Administrative Agent exercise such rights to the relevant Grantor or Grantors, (iA) the Administrative Agent Lender shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Collateral and make application thereof to the Obligations in the order set forth in the Credit Agreement and in accordance with the terms of the Senior Lenders Intercreditor Agreement, herein and (iiB) to the extent applicable with respect to the particular Pledged Collateral, the Administrative Agent Lender or its nominee may exercise (A1) all voting, consent, corporate and other rights pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B2) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate, partnership or limited liability company corporate structure of any issuer of Pledged Collateral, the right to deposit and deliver any and all of the Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent Lender may determine), all without liability except to account for property actually received by it, but the Administrative Agent Lender shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.

Pledged Collateral. (a) During Such Grantor shall (i) deliver to the continuance Collateral Agent, all certificates and Instruments representing or evidencing any Pledged Collateral (including Additional Pledged Collateral, but excluding any Instrument or Chattel Paper that is excluded from the delivery requirements of Section 4.6), whether now existing or hereafter acquired, in suitable form for transfer by delivery or, as applicable, accompanied by such Grantor's endorsement, where necessary, or duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral Agent, together, in respect of any Additional Pledged Collateral, with a Pledge Amendment, an acknowledgment and agreement to a Joinder Agreement duly executed by the Grantor, in substantially the form in the form of Annex 4 (Form of Joinder Agreement), or such other documentation reasonably acceptable to the Collateral Agent and (ii) except as permitted by the Credit Agreement, maintain all other Pledged Collateral constituting Investment Property in a Control Account. Such Grantor authorizes the Collateral Agent to attach each Pledge Amendment to this Agreement. For the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, the Collateral Agent shall have the right in its reasonable discretion, at any time (i) upon request and if the Company fails to comply with such request, to the extent necessary or appropriate to perfect the security interests contemplated herein, and (ii) during an Event of Default, but subject without notice to the terms Grantor, to transfer to or to register in its name or in the name of the Financing Orders, upon notice by the Administrative Agent to the relevant Grantor or Grantors, (i) the Administrative its nominees any Pledged Collateral. The Collateral Agent shall have the right at any time to receive exchange any and all Proceeds of the certificate or instrument representing or evidencing any Pledged Collateral and make application thereof to the Obligations in the order set forth in the Credit Agreement and in accordance with the terms for certificates or instruments of the Senior Lenders Intercreditor Agreement, and (ii) to the extent applicable with respect to the particular Pledged Collateral, the Administrative Agent smaller or its nominee may exercise (A) all voting, consent, corporate and other rights pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate, partnership or limited liability company structure of any issuer of Pledged Collateral, the right to deposit and deliver any and all of the Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doinglarger denominations.

Pledged Collateral. (a) During the continuance of an Event of Default, but subject to the terms of the Financing Orders, upon notice by the Administrative Collateral Agent to the relevant Grantor or Grantors, (i) the Administrative Collateral Agent shall have the right to receive any and all Proceeds of the Pledged Collateral and make application thereof to the Secured Obligations in the order set forth in the Credit Agreement and in accordance with the terms of the Senior Lenders Intercreditor AgreementArticle VIII, and (ii) to the extent applicable with respect to the particular Pledged Collateral, the Administrative Collateral Agent or its nominee may may, but shall not be obligated to, exercise (A) all voting, consent, corporate and other rights pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate, partnership or limited liability company corporate structure of any issuer of Pledged Collateral, Securities and the right to deposit and deliver any and all of the Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Collateral Agent may determine), all without liability except to account for property actually received by it, but the Administrative Collateral Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing; provided, however, that unless otherwise directed by the Applicable Secured Parties, the Collateral Agent shall have the right during the occurrence of an Event of Default to permit the Grantors to exercise such rights.

Pledged Collateral. (a) During the continuance of an Event of Default, but subject to the terms of the Financing Orders, upon notice by the Administrative Agent to the relevant Grantor or Grantors, (i) the Administrative Agent shall have the right to receive any and all Proceeds of the Pledged Collateral and make application thereof to the Obligations in the order set forth in the Credit Agreement and in accordance with the terms of the Senior Lenders Intercreditor AgreementAgreements, and (ii) to the extent applicable with respect to the particular Pledged Collateral, the Administrative Agent or its nominee may exercise (A) all voting, consent, corporate and other rights pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate, partnership or limited liability company structure of any issuer of Pledged Collateral, the right to deposit and deliver any and all of the Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.

Pledged Collateral. (a) During the continuance of an Event of a Forbearance Default, but subject to the terms of the Financing Orders, upon notice by the Administrative Agent Lender to the relevant Grantor Loan Party or GrantorsLoan Parties, (i) the Administrative Agent Lender shall have the right to receive any and all Proceeds of the Pledged Collateral and make application thereof to the Secured Obligations in the order set forth in the Credit Agreement and Loan Documents (or if no such order is set forth therein, then in accordance with the terms of the Senior Lenders Intercreditor Agreement, such order as Lender may elect) and (ii) to the extent applicable with respect to the particular Pledged Collateral, the Administrative Agent Lender or its nominee may exercise (A) all any voting, consent, corporate and other rights right pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any and all rights right of conversion, exchange and subscription and any other rightsright, privileges privilege or options option pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate, partnership or limited liability company corporate structure of any issuer of Pledged Collateral, the right to deposit and deliver any and all of the Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent Lender may determine), all without liability except to account for property actually received by it; provided, but the Administrative Agent however, that Lender shall have no duty to any Grantor Loan Party to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.

Pledged Collateral. (a) During the continuance of an Event of Default, but subject to the terms of the Financing Orders, upon notice by the Administrative Collateral Agent to the relevant Grantor or Grantors, (i) the Administrative Collateral Agent shall have the right to receive any and all Proceeds of the Pledged Collateral and make application thereof to the Secured Obligations in the order set forth in the Credit Agreement and in accordance with the terms of the Senior Lenders Intercreditor Agreement, and (ii) to the extent applicable with respect to the particular Pledged Collateral, the Administrative Collateral Agent or its nominee may exercise (A) all voting, consent, corporate and other rights pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate, partnership or limited liability company structure of any issuer of Pledged Collateral, the right to deposit and deliver any and all of the Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Collateral Agent may determine), all without liability except to account for property actually received by it, but the Administrative Collateral Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.

Pledged Collateral. (a) During Subject to the Intercreditor Agreement, during the continuance of an Event of Default, but subject to the terms of the Financing Orders, upon notice by the Administrative Agent Collateral Trustee to the relevant Grantor or Grantors, (i) the Administrative Agent Collateral Trustee shall have the right to receive any and all Proceeds of the Pledged Collateral and make application thereof to the Obligations in the order set forth in the Credit Indenture and the Intercreditor Agreement and in accordance with the terms of the Senior Lenders Intercreditor Agreement, and (ii) to the extent applicable with respect to the particular Pledged Collateral, the Administrative Agent Collateral Trustee or its nominee may exercise (A) all any voting, consent, corporate and other rights right pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any and all rights right of conversion, exchange and subscription and any other rightsright, privileges privilege or options option pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate, partnership or limited liability company corporate structure of any issuer of Pledged CollateralStock, the right to deposit and deliver any and all of the Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent Collateral Trustee may determine), all without liability except to account for property actually received by it; provided, but however, that the Administrative Agent Collateral Trustee shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.

Pledged Collateral. (a) During the continuance of an Event of Default, but subject to the terms rights of CapitalSource under the Financing OrdersCapitalSource Loan Agreement and the Subordination Agreement, upon notice by the Administrative Collateral Agent to the relevant Grantor or Grantors, (i) the Administrative Collateral Agent shall have the right to receive any and all Proceeds of the Pledged Collateral and make application thereof to the Obligations in the order set forth in the Credit Agreement and in accordance with the terms of the Senior Lenders Intercreditor AgreementSecured Obligations, and (ii) to the extent applicable with respect to the particular Pledged Collateral, the Administrative Collateral Agent or its nominee may exercise (A) all voting, consent, corporate and other rights pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate, partnership or limited liability company corporate structure of any issuer of Pledged CollateralStock, the right to deposit and deliver any and all of the Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Collateral Agent may determine), all without liability except to account for property actually received by it, but the Administrative Collateral Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.

Pledged Collateral. (a) During Such Grantor shall (i) deliver to the continuance Collateral Agent, all certificates and Instruments representing or evidencing any Pledged Collateral (including Additional Pledged Collateral, but excluding any Instrument or Chattel Paper that is excluded from the delivery requirements of Section 4.6), whether now existing or hereafter acquired, in suitable form for transfer by delivery or, as applicable, accompanied by such Grantor’s endorsement, where necessary, or duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral Agent, together, in respect of any Additional Pledged Collateral, with a Pledge Amendment, an acknowledgment and agreement to a Joinder Agreement duly executed by the Grantor, in substantially the form in the form of Annex 2 (Form of Joinder Agreement), or such other documentation reasonably acceptable to the Collateral Agent and (ii) except as permitted by the Credit Agreements, maintain all other Pledged Collateral constituting Investment Property in a Control Account. Such Grantor authorizes the Collateral Agent to attach each Pledge Amendment to this Agreement. For the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, the Collateral Agent shall have the right in its reasonable discretion, at any time (i) upon request and if the Company fails to comply with such request, to the extent necessary or appropriate to perfect the security interests contemplated herein, and (ii) during an Event of Default, but subject without notice to the terms Grantor, to transfer to or to register in its name or in the name of the Financing Orders, upon notice by the Administrative Agent to the relevant Grantor or Grantors, (i) the Administrative its nominees any Pledged Collateral. The Collateral Agent shall have the right at any time to receive exchange any and all Proceeds of the certificate or instrument representing or evidencing any Pledged Collateral and make application thereof to the Obligations in the order set forth in the Credit Agreement and in accordance with the terms for certificates or instruments of the Senior Lenders Intercreditor Agreement, and (ii) to the extent applicable with respect to the particular Pledged Collateral, the Administrative Agent smaller or its nominee may exercise (A) all voting, consent, corporate and other rights pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate, partnership or limited liability company structure of any issuer of Pledged Collateral, the right to deposit and deliver any and all of the Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doinglarger denominations.

Pledged Collateral. (a) During the continuance of an Event of Actionable Default, but subject to the terms of the Financing Orders, upon notice by the Administrative Agent Collateral Trustee to the relevant Grantor or Grantors, (i) the Administrative Agent Collateral Trustee shall have the right to receive any and all Proceeds of the Pledged Collateral and make application thereof to the Obligations in the order set forth in the Credit Collateral Trust Agreement and in accordance with (ii) the Collateral Trustee or its nominee may (subject to the terms of the Senior Lenders Intercreditor Collateral Trust Agreement, and (ii) to the extent applicable with respect to the particular Pledged Collateral, the Administrative Agent or its nominee may exercise (A) all any voting, consent, corporate and other rights right pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any and all rights right of conversion, exchange and subscription and any other rightsright, privileges privilege or options option pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate, partnership or limited liability company corporate structure of any issuer of Pledged CollateralSecurities, the right to deposit and deliver any and all of the Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent Collateral Trustee may determine), all without liability except to account for property actually received by it; provided, but however, that the Administrative Agent Collateral Trustee shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.

Pledged Collateral. (a) During the continuance Changes in Capital Structure of an Event of Default, but subject to the terms of the Financing Orders, upon notice Issuers. Other than as permitted by the Administrative Agent to the relevant Notes, such Grantor or Grantors, will not (i) permit or suffer any issuer of an Equity Interest constituting Pledged Collateral owned by it to dissolve, merge, liquidate, retire any of its Equity Interests or other Instruments or Securities evidencing ownership, reduce its capital, sell or encumber all or substantially all of its assets (except for Permitted Encumbrances and Dispositions permitted pursuant to Section 4.1(d)) or merge or consolidate with any other entity, or (ii) vote any such Pledged Collateral in favor of any of the Administrative Agent shall have foregoing. (b) Issuance or Acquisition of Additional Equity Interests. Other than as permitted by the Notes, such Grantor (i) will not permit or suffer the issuer of an Equity Interest constituting Pledged Collateral owned by it to issue additional Equity Interests, any right to receive the same or any and all Proceeds of the Pledged Collateral and make application thereof right to the Obligations in the order set forth in the Credit Agreement and in accordance with the terms of the Senior Lenders Intercreditor Agreementreceive earnings, except to such Grantor and (ii) to will promptly (but in any event not later than by the extent applicable with respect to the particular Pledged Collateral, the Administrative Agent or its nominee may exercise fifth Business Day thereafter) (A) all voting, consent, corporate and other rights pertaining to notify the Agent of any issuance of any Equity Interests constituting Pledged Collateral at any meeting of shareholders, partners or members, as issued by it after the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise date hereof and (B) except for any such Pledged Collateral constituting Excluded Property, remit any certificates evidencing such Equity Interests, along with assignments separate from certificate executed in blank pertaining thereto in form and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining substance satisfactory to the Pledged Collateral as if it were the absolute owner thereof (including the right Agent, directly to exchange at its discretion any and all of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate, partnership or limited liability company structure of any issuer of Pledged Collateral, the right to deposit and deliver any and all of the Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doingAgent.

Pledged Collateral. (a) During the continuance of an Event of Default, but subject to the terms of the Financing Orders, upon notice by the Administrative Agent Collateral Trustee to the relevant Grantor or Grantors, (i) the Administrative Agent Collateral Trustee shall have the right to receive any and all Proceeds of the Pledged Collateral and make application thereof to the Obligations in the order set forth in the Credit Agreement and in accordance with the terms of the Senior Lenders Intercreditor Collateral Trust Agreement, and (ii) to the extent applicable with respect to the particular Pledged Collateral, the Administrative Agent Collateral Trustee or its nominee may exercise (A) all voting, consent, corporate and other rights pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate, partnership or limited liability company corporate structure of any issuer of Pledged CollateralSecurities, the right to deposit and deliver any and all of the Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent Collateral Trustee may determine), all without liability except to account for property actually received by it, but the Administrative Agent Collateral Trustee shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.

Pledged Collateral. (a) During the continuance of an Event of Default, but subject to the terms of the Financing Orders, upon notice by the Administrative Agent Lender to the relevant Grantor Loan Party or GrantorsLoan Parties, (i) the Administrative Agent Lender shall have the right to receive any and all Proceeds of the Pledged Collateral and make application thereof to the Secured Obligations in the order set forth in the Credit Agreement and Loan Documents (or if no such order is set forth therein, then in accordance with the terms of the Senior Lenders Intercreditor Agreement, such order as Lender may elect) and (ii) to the extent applicable with respect to the particular Pledged Collateral, the Administrative Agent Lender or its nominee may exercise (A) all any voting, consent, corporate and other rights right pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any and all rights right of conversion, exchange and subscription and any other rightsright, privileges privilege or options option pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate, partnership or limited liability company corporate structure of any issuer of Pledged Collateral, the right to deposit and deliver any and all of the Pledged Collateral with any committee, depositary, depositary transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent Lender may determine), all without liability except to account for property actually received by it; provided, but the Administrative Agent however, that Lender shall have no duty to any Grantor Loan Party to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.

Pledged Collateral. (a) During the continuance of an Event of Default, but subject to at the terms of the Financing Ordersrequest of, and upon notice by from the Administrative Agent to the relevant Grantor or Grantors, (i) the Administrative Agent shall have the right to receive any and all Proceeds of the Pledged Collateral and make application thereof to the Obligations in the order set forth in the Credit Loan Agreement and in accordance with the terms of the Senior Lenders Intercreditor Agreement, and (ii) the Term Agent as agent for the Term Facility Secured Parties and, pursuant to the extent applicable with respect to Intercreditor Agreement, as bailee for the particular Pledged CollateralSecured Parties, the Administrative Agent or its nominee may exercise (A) all any voting, consent, corporate and other rights right pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any and all rights right of conversion, exchange and subscription and any other rightsright, privileges privilege or options option pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Collateral upon the merger, amalgamation, consolidation, reorganization, recapitalization or other fundamental change in the corporate, partnership corporate or limited liability company equivalent structure of any issuer of Pledged CollateralStock, the right to deposit and deliver any and all of the Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent Collateral Agents may determine), all without liability except to account for property actually received by it; provided, but however, that the Administrative Term Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.

Pledged Collateral. (ai) During Subject to any requirement of notice provided in the Orders, during the continuance of an Event of Default, but subject to the terms of the Financing Orders, upon notice by if the Administrative Agent shall give notice of its intent to exercise such rights to the relevant Grantor Loan Party or GrantorsLoan Parties, (i) the Administrative Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Collateral and make application thereof to the Obligations in the order set forth in the Credit Agreement and in accordance with the terms of the Senior Lenders Intercreditor Agreementherein, and (ii) to the extent applicable with respect to the particular Pledged Collateral, the Administrative Agent or its nominee may exercise (A) all voting, consent, corporate and other rights pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate, partnership or limited liability company corporate structure of any issuer of Pledged Collateral, the right to deposit and deliver any and all of the Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to any Grantor Loan Party to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.

Pledged Collateral. (a) During Subject to the terms of the Intercreditor Agreement and during the continuance of an Event of Default, but subject to the terms of the Financing Orders, upon notice by the Administrative Collateral Agent to the relevant Grantor or Grantors, (i) the Administrative Collateral Agent shall have the right to receive any and all Proceeds of the Pledged Collateral and make application thereof to the Obligations in the order set forth in the Credit Agreement and in accordance with the terms of the Senior Lenders Intercreditor Agreement, Agreement and (ii) to the extent applicable with respect to the particular Pledged Collateral, the Administrative Collateral Agent or its nominee may exercise (A) all any voting, consent, corporate and other rights right pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any and all rights right of conversion, exchange and subscription and any other rightsright, privileges privilege or options option pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate, partnership or limited liability company corporate structure of any issuer of Pledged CollateralStock, the right to deposit and deliver any and all of the Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Collateral Agent may determine), all without liability except to account for property actually received by it; provided, but however, that the Administrative Collateral Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.

Pledged Collateral. (ai) During the continuance of an Event of Default, but subject to the terms of the Financing Orders, upon notice by if the Administrative Agent shall give notice of its intent to exercise such rights to the relevant Grantor or Grantors, (i) the Administrative Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Collateral and make application thereof to the Obligations in the order set forth in the Credit Agreement and in accordance with the terms of the Senior Lenders Intercreditor Agreement, herein and (ii) to the extent applicable with respect to the particular Pledged Collateral, the Administrative Agent or its nominee may exercise (A) all voting, consent, corporate and other rights pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate, partnership or limited liability company corporate structure of any issuer of Pledged CollateralSecurities, the right to deposit and deliver any and all of the Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.

Pledged Collateral. (a) During the continuance of an Event of Default, but subject to at the terms of the Financing Ordersrequest of, and upon notice by from the Administrative Agent to the relevant Grantor or Grantors, (i) the Administrative Agent shall have the right to receive any and all Proceeds of the Pledged Collateral and make application thereof to the Obligations in the order set forth in the Credit Loan Agreement and in accordance with the terms of the Senior Lenders Intercreditor Agreement, and (ii) to the extent applicable with respect to the particular Pledged Collateral, the Administrative Agent as agent for the Secured Parties and, pursuant to the Intercreditor Agreement, as bailee for the ABL Facility Secured Parties, or its nominee may exercise (A) all any voting, consent, corporate and other rights right pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any and all rights right of conversion, exchange and subscription and any other rightsright, privileges privilege or options option pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Collateral upon the merger, amalgamation, consolidation, reorganization, recapitalization or other fundamental change in the corporate, partnership corporate or limited liability company equivalent structure of any issuer of Pledged CollateralStock, the right to deposit and deliver any and all of the Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent Collateral Agents may determine), all without liability except to account for property actually received by it; provided, but however, that the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.