Common use of Pledged Securities Clause in Contracts

Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 5.3(b), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Equity Interests and all payments made in respect of the Pledged Notes, to the extent not prohibited by the Credit Agreement, and to exercise all voting, corporate and other ownership (or other similar) rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate or other ownership (or other similar) right exercised or other action taken which would materially impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Document. (b) If an Event of Default shall occur and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its rights pursuant to this Section 5.3(b): (i) all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Administrative Agent who shall thereupon have the sole right, but shall be under no obligation, to exercise or refrain from exercising such voting and other consensual rights; (ii) the Administrative Agent shall have the right, without notice to any Grantor (where permitted by applicable law), to transfer all or any portion of the Investment Property to its name or the name of its nominee or agent; and (iii) the Administrative Agent shall have the right, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Property for certificates or instruments of smaller or larger denominations. In order to permit the Administrative Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Administrative Agent all proxies, dividend payment orders and other instruments as the Administrative Agent may from time to time reasonably request and each Grantor acknowledges that the Administrative Agent may utilize the power of attorney set forth herein. (c) Each Grantor hereby authorizes and instructs each issuer of any Pledged Securities pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Administrative Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each such issuer shall be fully protected in so complying, and (ii) upon any such instruction following the occurrence and during the continuance of an Event of Default, pay any dividends or other payments with respect to the Investment Property, including Pledged Securities, directly to the Administrative Agent.

Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 5.3(b7.01(b), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Equity Interests and all payments made Securities paid in respect the normal course of business of the Pledged Notesrelevant Issuer, to the extent not prohibited by permitted in the Credit Agreement, and to exercise all voting, voting and corporate and other ownership (or other similar) rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate or other ownership (or other similar) right exercised or other action taken which would materially impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Document. (b) If an Event of Default shall occur and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of continuing, then at any time in the Administrative Agent’s intent to exercise its rights pursuant to this Section 5.3(b): discretion without notice, (i) all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Administrative Agent who shall thereupon have the sole right, but shall be under no obligation, to exercise or refrain from exercising such voting and other consensual rights; (ii) the Administrative Agent shall have the rightright to receive any and all cash dividends, without notice to any Grantor (where permitted by applicable law), to transfer all payments or any portion other Proceeds paid in respect of the Investment Property Pledged Securities and make application thereof to its name the Obligations in accordance with Section 10.02 of the Credit Agreement, and (ii) any or all of the Pledged Securities shall be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (x) all voting, corporate and other rights pertaining to such Pledged Securities at any meeting of shareholders (or agent; other equivalent body) of the relevant Issuer or Issuers or otherwise and (iiiy) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the organizational structure of any Issuer, or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities 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 the no duty to any Grantor to exercise any such right, without notice privilege or option and shall not be responsible for any failure to any Grantor, to exchange any certificates do so or instruments representing any Investment Property for certificates or instruments of smaller or larger denominations. In order to permit the Administrative Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Administrative Agent all proxies, dividend payment orders and other instruments as the Administrative Agent may from time to time reasonably request and each Grantor acknowledges that the Administrative Agent may utilize the power of attorney set forth hereindelay in so doing. (c) Each Grantor hereby authorizes and instructs each issuer Issuer of any Pledged Securities pledged by such Grantor hereunder (and each Issuer party hereto hereby agrees) to (i) comply with any instruction received by it from the Administrative Agent in writing that (Ax) states that an Event of Default has occurred and is continuing and (By) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each such issuer Issuer shall be fully protected in so complying, and (ii) upon any such instruction following the occurrence and during the continuance of an Event of Defaultunless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Investment Property, including Pledged Securities, Securities directly to the Administrative Agent. (d) After the occurrence and during the continuation of an Event of Default, if the Issuer of any Pledged Securities is the subject of bankruptcy, insolvency, receivership, custodianship or other proceedings under the supervision of any Governmental Authority, then all rights of the Grantor in respect thereof to exercise the voting and other consensual rights which such Grantor would otherwise be entitled to exercise with respect to the Pledged Securities issued by such Issuer shall cease, and all such rights shall thereupon become vested in the Administrative Agent who shall thereupon have the sole right to exercise such voting and other consensual rights, but the Administrative Agent shall have no duty to exercise any such voting or other consensual rights and shall not be responsible for any failure to do so or delay in so doing.

Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 5.3(b), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Equity Interests and all payments made in respect of the Pledged Notes, to the extent not prohibited by the Credit Agreement, and to exercise all voting, corporate and other ownership (or other similar) rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate or other ownership (or other similar) right exercised or other action taken which would materially impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Document. (b) If an Event of Default shall occur and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its rights pursuant to this Section 5.3(b): Upon both (i) all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Administrative Agent who shall thereupon have the sole right, but shall be under no obligation, to exercise or refrain from exercising such voting and other consensual rights; (ii) the Administrative Agent shall have the right, without notice to any Grantor (where permitted by applicable law), to transfer all or any portion of the Investment Property to its name or the name of its nominee or agent; and (iii) the Administrative Agent shall have the right, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Property for certificates or instruments of smaller or larger denominations. In order to permit the Administrative Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Administrative Agent all proxies, dividend payment orders and other instruments as the Administrative Agent may from time to time reasonably request and each Grantor acknowledges that the Administrative Agent may utilize the power of attorney set forth herein. (c) Each Grantor hereby authorizes and instructs each issuer of any Pledged Securities pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Administrative Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each such issuer shall be fully protected in so complying, and (ii) upon any such instruction following the occurrence and during the continuance of an Event of DefaultDefault and (ii) either (a) the Loans becoming due and payable at their stated maturity and not paid, pay (b) the Loans being declared due and payable pursuant to Article VII of the Credit Agreement, or (c) Secured Party giving prior written notice to Pledgor of Secured Party’s intent to exercise its rights under Section 6.02: (a) All rights of Pledgor to receive the dividends, distributions and interest payments which it would otherwise be authorized to receive and retain pursuant to Section 4.02 shall cease, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to receive and hold as Collateral such dividends, distributions and interest payments, but Secured Party shall have no duty to receive and hold such distributions, dividends and interest payments and shall not be responsible for any failure to do so or delay in so doing. (b) All distributions, dividends and interest payments which are received by Pledgor contrary to the provisions of this Section 6.05 shall be received in trust for the benefit of Secured Party, shall be segregated from other funds of Pledgor and shall be promptly paid over to Secured Party as Collateral in the same form as so received (with any necessary endorsement). (c) Secured Party may exercise any and all rights of conversion, exchange, subscription or any other rights, privileges or options pertaining to any of the Pledged Interests as if it were the absolute owner thereof, including without limitation, the right to exchange at its discretion, any and all of the Pledged Interests upon the merger, consolidation, reorganization, recapitalization or other payments readjustment of any issuer of such Pledged Interests or upon the exercise by any such issuer or Secured Party of any right, privilege or option pertaining to any of the Pledged Interests and in connection therewith, to deposit and deliver any and all of the Pledged Interests with respect any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by it, but Secured Party shall have no duty to exercise any of the Investment Propertyaforesaid rights, including Pledged Securities, directly privileges or options and shall not be responsible for any failure to the Administrative Agentdo so or delay in so doing.

Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuing and continuing, the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 5.3(b), each Grantor Pledgor shall be permitted to receive all cash dividends paid in respect of the Pledged Equity Interests and all payments made in respect of the Pledged Notes, to the extent not prohibited by the Credit Agreement, and to exercise all voting, corporate voting and other ownership (regular limited liability company membership interests or other similar) rights with respect to the Pledged Securities; provided, however, provided that no vote shall be cast or corporate or other ownership (or other similar) right exercised or other action taken taken, or omitted to be taken, which would materially impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Note or this Agreement; provided further, this Agreement that the foregoing proviso shall not prevent the Pledgor from exercising its rights to vote on or to provide consent with respect to any other Loan Documentmatter presented for a vote or consent of the stockholders of CT Legacy REIT Mezz Borrower, Inc. (“Mezz Borrower”) by the board of directors of Mezz Borrower with respect to a change in the form of organization of Mezz Borrower consistent with Section 5.9 of the charter of Mezz Borrower that does not otherwise change relative ownership, rights and participation interests in Mezz Borrower (a “Permitted Change in Form of Organization”). (b) The Pledgor agrees that it shall cause all cash dividends and other cash distributions received by it on or with respect to the Collateral to be remitted to the Dividends Account. (c) The Pledgor will not make or agree to make any discount, credit or other reduction in the original amount owing to any Pledged Securities or accept in satisfaction of any Pledged Securities less than the original amount thereof. (d) Except as otherwise provided in this Agreement, the Pledgor will collect and enforce, at the Pledgor’s sole expense, all amounts due or hereafter due to the Pledgor under the Pledged Securities. (e) If an Event to the knowledge of Default shall occur and be continuing the Pledgor, any dispute, setoff, claim, counterclaim or defense exists or has been asserted or threatened with respect to any Pledged Securities, the Pledgor will promptly disclose such fact to the Collateral Agent and the Administrative Agent Holder in writing, electronic or otherwise. (f) Except as otherwise permitted under the terms hereof, the Pledgor shall have given notice to not, directly or indirectly, without the relevant Grantor prior written consent of the Administrative Agent’s intent Holder, attempt to exercise its or otherwise waive, alter, amend, modify, supplement or change in any way, or release, subordinate, terminate or cancel in whole or in part, or give any consent under, any of the instruments, documents, policies or agreements constituting or governing the Collateral (including, without limitation, the Entity Agreement or any other organizational document of the Pledged Entity) or any of the rights pursuant to this or interests of the Pledgor thereunder. (g) The Pledgor represents and warrants that the Pledged Securities constitute “securities” (as defined in Section 5.3(b): 8-102(a)(15) of the Uniform Commercial Code), and the Pledgor represents, warrants, covenants and agrees that (i) all rights of each Grantor to exercise the Pledged Securities are not and will not be dealt in or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Administrative Agent who shall thereupon have the sole righttraded on securities exchanges or securities markets, but shall be under no obligation, to exercise or refrain from exercising such voting and other consensual rights; (ii) the Administrative Agent shall have the right, without notice to any Grantor (where permitted by applicable law), to transfer all or any portion terms of the Investment Property Entity Agreement and the terms of the Pledged Securities provide and shall continue to its name or provide that the name Pledged Securities constitute “certificated securities” within the meaning of, and governed by, Article 8 of its nominee or agent; the Uniform Commercial Code, and (iii) the Administrative Agent Pledged Securities are and shall have the right, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Property for certificates or instruments of smaller or larger denominations. In order to permit the Administrative Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder each Grantor shall promptly execute and deliver (or cause continue to be executed and delivered) to the Administrative Agent all proxiesevidenced by a certificate, dividend payment orders and other instruments as the Administrative Agent may from time to time reasonably request and each Grantor acknowledges that the Administrative Agent may utilize the power of attorney set forth herein. (c) Each Grantor hereby authorizes and instructs each issuer of any Pledged Securities pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Administrative Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each such issuer which certificate shall be fully protected in so complyingdelivered to and held by the Collateral Agent, and (ii) upon any such instruction following for the occurrence and during benefit of the continuance Holder, as additional security for the repayment of an Event of Default, pay any dividends or other payments with respect to the Investment Property, including Pledged Securities, directly to the Administrative AgentObligations.

Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Collateral Agent shall have given notice to the relevant Grantor of the Administrative Collateral Agent’s intent to exercise its corresponding rights pursuant to Section 5.3(b6.3(b), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Equity Interests Stock and all payments made in respect of the Pledged Notes, Notes to the extent not prohibited by permitted in the Credit Agreement, and to exercise all voting, voting and corporate and other ownership (or other similar) organizational rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate or other ownership (or other similar) right exercised or other action taken which would materially impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Document. (b) If an Event of Default shall occur and be continuing and the Administrative Collateral Agent shall have given give notice to the relevant Grantor or Grantors of the Administrative Agent’s its intent to exercise its rights pursuant to this Section 5.3(b): such rights, (i) all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights which it would unless otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested provided in the Administrative Agent who shall thereupon have Credit Agreement, the sole right, but shall be under no obligation, to exercise or refrain from exercising such voting and other consensual rights; (ii) 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 Securities and make application thereof to the Obligations in the order set forth in Section 6.6 and (ii) any or all of the Pledged Securities shall be registered in the name of the Collateral Agent or its nominee, and the Collateral Agent or its nominee may thereafter exercise (x) all voting, corporate and other rights pertaining to such Pledged Securities at any meeting of shareholders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any Issuer, or upon the exercise by any Grantor or the Collateral Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Agent may determine), all without notice liability except to account for property actually received by it, but the Collateral Agent shall have no duty to any Grantor (where permitted by applicable law)to exercise any such right, privilege or option and shall not be responsible for any failure to transfer all do so or any portion of delay in so doing unless the Investment Property to its name or the name Collateral Agent has given notice of its nominee or agent; and (iii) the Administrative Agent shall have the right, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Property for certificates or instruments of smaller or larger denominations. In order to permit the Administrative Agent intent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Administrative Agent all proxies, dividend payment orders and other instruments as the Administrative Agent may from time to time reasonably request and each Grantor acknowledges that the Administrative Agent may utilize the power of attorney set forth hereinabove. (c) Each Grantor hereby authorizes and instructs each issuer Issuer of any Pledged Securities pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Administrative Agent in writing that (Ax) states that an Event of Default has occurred and is continuing and (By) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each such issuer Issuer shall be fully protected in so complying, and (ii) upon any such instruction following the occurrence and during the continuance of an Event of Default, pay any dividends or other payments with respect to the Investment Property, including Pledged Securities, directly to the Administrative Agent.

Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 5.3(b)subsection (b) of this Section, each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Equity Interests and all payments made Securities paid in respect the normal course of business of the Pledged Notesrelevant Issuer, to the extent not prohibited by permitted in the Credit Agreement, and to exercise all voting, voting and corporate and other ownership (or other similar) rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate or other ownership (or other similar) right exercised or other action taken which would materially impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Document. (b) If an Event of Default shall occur and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of continuing, then at any time in the Administrative Agent’s intent to exercise its rights pursuant to this Section 5.3(b): discretion, without notice, (i) all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Administrative Agent who shall thereupon have the sole right, but shall be under no obligation, to exercise or refrain from exercising such voting and other consensual rights; (ii) the Administrative Agent shall have the rightright to receive any and all cash dividends, without notice to any Grantor (where permitted by applicable law), to transfer all payments or any portion other Proceeds paid in respect of the Investment Property Pledged Securities and make application thereof to its name the Obligations in accordance with Section 8.2 of the Credit Agreement, and (ii) any or all of the Pledged Securities shall be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (x) all voting, corporate and other rights pertaining to such Pledged Securities at any meeting of shareholders (or agent; other equivalent body) of the relevant Issuer or Issuers or otherwise and (iiiy) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the organizational structure of any Issuer, or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities 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 the no duty to any Grantor to exercise any such right, without notice privilege or option and shall not be responsible for any failure to any Grantor, to exchange any certificates do so or instruments representing any Investment Property for certificates or instruments of smaller or larger denominations. In order to permit the Administrative Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Administrative Agent all proxies, dividend payment orders and other instruments as the Administrative Agent may from time to time reasonably request and each Grantor acknowledges that the Administrative Agent may utilize the power of attorney set forth hereindelay in so doing. (c) Each Grantor hereby authorizes and instructs each issuer Issuer of any Pledged Securities pledged by such Grantor hereunder (and each Issuer party hereto hereby agrees) to (i) comply with any instruction received by it from the Administrative Agent in writing that (Ax) states that after an Event of Default has occurred and is continuing and (By) that is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each such issuer Issuer shall be fully protected in so complying, and (ii) upon any such instruction following the occurrence and during the continuance of an Event of Defaultunless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Investment Property, including Pledged Securities, Securities directly to the Administrative Agent. (d) After the occurrence and during the continuation of an Event of Default, if the Issuer of any Pledged Securities is the subject of bankruptcy, insolvency, receivership, custodianship or other proceedings under the supervision of any Governmental Authority, then all rights of the Grantor in respect thereof to exercise the voting and other consensual rights which such Grantor would otherwise be entitled to exercise with respect to the Pledged Securities issued by such Issuer shall cease, and all such rights shall thereupon become vested in the Administrative Agent who shall thereupon have the sole right to exercise such voting and other consensual rights, but the Administrative Agent shall have no duty to exercise any such voting or other consensual rights and shall not be responsible for any failure to do so or delay in so doing.

Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Collateral Agent shall have given substantially concurrent notice to the relevant Grantor of the Administrative Collateral Agent’s intent to exercise its corresponding rights pursuant to Section 5.3(b6.03(b), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Equity Interests and all payments made in respect of the Pledged Notes, in each case paid in the normal course of business of the relevant Issuer and consistent with past practice, to the extent not prohibited by permitted in the Credit Agreement, and to exercise all voting, voting and corporate and other ownership (or other similar) rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate or other ownership (or other similar) right exercised or other action taken which which, in the Collateral Agent’s reasonable judgment, would materially impair the aggregate value of the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Document. (b) If Upon the occurrence and during the continuance of an Event of Default shall occur and be continuing and the Administrative Collateral Agent shall have given substantially concurrent notice of its intent to exercise such rights to the relevant Grantor of the Administrative Agent’s intent to exercise its rights pursuant to this Section 5.3(b): or Grantors: (i) all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Administrative Collateral Agent who shall thereupon have the sole right, but shall be under no obligation, to exercise or refrain from exercising such voting and other consensual rights; rights and (ii) the Administrative Collateral Agent shall have the right, without notice to any Grantor (where permitted by applicable lawother than as required pursuant to Section 6.03(a) hereof), to transfer all or any portion of the Investment Property to its name or the name of its nominee or agent; and (iii) . In addition, the Administrative Collateral Agent shall have the rightright at any time, upon the occurrence and during the continuance of an Event of Default, without notice to any GrantorGrantor (other than as required pursuant to Section 6.03(a) hereof), to exchange any certificates or instruments representing any Investment Property for certificates or instruments of smaller or larger denominations. In Upon the occurrence and during the continuance of an Event of Default, in order to permit the Administrative Collateral Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Administrative Collateral Agent all proxies, dividend payment orders and other instruments as the Administrative Collateral Agent may from time to time reasonably request and each Grantor acknowledges that the Administrative Collateral Agent may utilize the power of attorney set forth herein; provided that, immediately upon waiver or cure of such Event of Default, all such rights shall, automatically and without further action by any party hereto, revert to such Grantor. (c) Each Grantor hereby authorizes and instructs each issuer Issuer of any Pledged Securities pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Administrative Collateral Agent in writing that (Ax) states that an Event of Default has occurred and is continuing and (By) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each such issuer Issuer shall be fully protected in so complying, and (ii) upon any such instruction following upon the occurrence and during the continuance of an Event of Default, pay any dividends or other payments with respect to the Investment Property, including Pledged Securities, directly to the Administrative Collateral Agent; provided that, immediately upon waiver or cure of such Event of Default, all such instructions of the Collateral Agent shall be rescinded, and payments with respect to the Investment Property shall automatically and without further action by any party hereto, become payable to such Grantor to the same extent as in effect prior to such Event of Default.

Pledged Securities. With respect to Pledged Securities: (a) Unless an If any Debtor shall at any time own or acquire any Pledged Securities which are certificated securities, whether as a stock split, stock dividend, or other distribution with respect to Pledged Securities, or otherwise, such Debtor shall promptly, and in any event within ten (10) Business Days after receipt thereof, deliver the same to the Agent, accompanied by such instruments of transfer or assignment duly executed in blank as the Agent may from time to time specify. If any Pledged Securities now owned or hereafter acquired by any Debtor are uncertificated securities and are issued to such Debtor or its nominee directly by the issuer thereof, such Debtor shall immediately notify the Agent thereof, and shall take any actions requested by the Agent to enable the Agent to obtain “control” (within the meaning of Section 8-106 of the UCC) with respect thereto. (b) So long as no Event of Default shall have has occurred and is continuing, each Debtor shall be continuing entitled: (i) to exercise, in a manner not inconsistent with the terms hereof, the voting power with respect to the Pledged Securities of such Debtor, and for that purpose the Administrative Agent shall have given notice to (if any Pledged Securities shall be registered in the relevant Grantor name of the Administrative Agent’s intent Agent or its nominee) execute or cause to be executed from time to time, at the expense of the Borrower, such proxies or other instruments in favor of such Debtor or its nominee, in such form and for such purposes as shall be reasonably requested by such Debtor, to enable it to exercise its corresponding rights pursuant to Section 5.3(b), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Equity Interests and all payments made in respect of the Pledged Notes, to the extent not prohibited by the Credit Agreement, and to exercise all voting, corporate and other ownership (or other similar) rights such voting power with respect to the Pledged Securities; providedand (ii) except as otherwise provided herein or in the Credit Agreement, howeverto receive and retain for its own account any and all payments, that no vote shall be cast proceeds, dividends, distributions, property, assets, or corporate or other ownership (or other similar) right exercised or other action taken which would materially impair rights to the Collateral or which would be inconsistent with or result in any violation of any provision extent such are permitted pursuant to the terms of the Credit Agreement, this Agreement or any other Loan Document. (bc) If an Upon the occurrence and during the continuation of any Event of Default shall occur and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its rights pursuant to this Section 5.3(b): (i) Default, all rights of each Grantor Debtor to exercise or refrain from exercising the voting and other consensual rights which that it would otherwise be entitled to exercise pursuant hereto to Section 4.4(b) and to receive the payments, proceeds, dividends, distributions, property, assets, or rights that the Debtor would otherwise be authorized to receive and retain pursuant to Section 4.4(b) shall cease cease, and all such rights shall thereupon become vested in the Administrative Agent who shall thereupon have the sole right, but shall be under no obligation, to exercise or refrain from exercising such voting and other consensual rights; (ii) the Administrative Agent shall have the right, without notice to any Grantor (where permitted by applicable law), to transfer all or any portion of the Investment Property to its name or the name of its nominee or agent; and (iii) the Administrative Agent shall have the right, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Property for certificates or instruments of smaller or larger denominations. In order to permit the Administrative Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto all voting power with respect to the Pledged Securities and to receive and retain, as Collateral hereunder, any and all dividends payments, proceeds, dividends, distributions, property, assets, or rights at any time declared or paid upon any of the Pledged Securities during such an Event of Default and other distributions which it may be entitled otherwise to receive hereunder each Grantor shall promptly execute and deliver (or cause to be executed and delivered) act with respect to the Administrative Agent all proxies, dividend payment orders and other instruments Pledged Securities to the same extent as the Administrative Agent may from time to time reasonably request and each Grantor acknowledges that the Administrative Agent may utilize the power applicable Debtor would have been, absent application of attorney set forth hereinthis clause (c). (cd) All payments, proceeds, dividends, distributions, property, assets, instruments or rights that are received by each Debtor contrary to the provisions of this Section 4.4 shall be received and held in trust by such Debtor for the benefit of the Agent, shall be segregated by each Debtor from other funds of such Debtor and shall be forthwith paid over to the Agent as Pledged Securities in the same form as so received (with any necessary endorsement). (e) If such Debtor is an issuer of Pledged Securities, such Debtor agrees that (i) it will be bound by the terms of this Agreement relating to the Pledged Securities issued by it and will comply with such terms insofar as such terms are applicable to it and (ii) it will comply with instructions received by it pursuant to the terms of Section 4.4(f) with respect to the Pledged Securities issued by it. (f) Each Grantor Debtor hereby authorizes and instructs each issuer of any Pledged Securities pledged by such Grantor Debtor hereunder to (i) comply with any instruction received by it from the Administrative Agent in writing that (Ax) states that an Event of Default has occurred and is continuing and (By) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such GrantorDebtor, and each Grantor Debtor agrees that each such issuer shall be fully protected in so complying, and (ii) upon any such instruction following the occurrence and during the continuance of an Event of Defaultunless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Investment Property, including Pledged Securities, Securities directly to the Administrative Agent.

Pledged Securities. (a) Unless an So long as no Event of Default shall have occurred and be continuing and the Administrative Agent continuing: (a) Each Grantor shall have given notice the right, from time to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 5.3(b), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Equity Interests and all payments made in respect of the Pledged Notestime, to the extent not prohibited by the Credit Agreement, vote and to exercise all voting, corporate and other ownership (or other similar) rights give consents with respect to the Pledged SecuritiesShares or any part thereof for all purposes not inconsistent with the provisions of this Securities Agreement and the other Loan Documents; provided, however, that no vote shall be cast cast, and no consent shall be given or corporate or other ownership (or other similar) right exercised or other action taken taken, which would materially impair have the effect of impairing the position or interest of the Collateral or which would be inconsistent with or result Agent in any violation of any provision respect of the Credit Pledged Shares (except as and to the extent expressly permitted by the Notes, this Security Agreement, this Agreement or any other another Loan Document). (b) If an Event of Default shall occur and be continuing and the Administrative Agent shall have given notice to the relevant Each Grantor of the Administrative Agent’s intent to exercise its rights pursuant to this Section 5.3(b): (i) all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Administrative Agent who shall thereupon have the sole right, but shall be under no obligationentitled, to exercise or refrain from exercising such voting and other consensual rights; (ii) the Administrative Agent shall have the right, without notice to any Grantor (where permitted by applicable law), to transfer all or any portion of the Investment Property to its name or the name of its nominee or agent; and (iii) the Administrative Agent shall have the right, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Property for certificates or instruments of smaller or larger denominations. In order to permit the Administrative Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Administrative Agent all proxies, dividend payment orders and other instruments as the Administrative Agent may from time to time reasonably request time, to collect and each Grantor acknowledges that receive for the Administrative Agent may utilize the power of attorney set forth herein. (c) Each Grantor hereby authorizes and instructs each issuer of any Pledged Securities pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Administrative Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor's own use, and each Grantor agrees that each shall not be required to pledge pursuant to Section 2 above, any cash dividends or cash interest or principal payments paid in respect of the Pledged Securities, except such issuer shall be fully protected in so complying, and (ii) upon any such instruction following the occurrence cash dividends or cash interest or principal payments received after and during the continuance of an Event of Default; provided, pay however, that until actually paid, all rights to any such permitted cash dividends or other cash interest or principal payments with respect shall remain subject to the Investment PropertyLien created by this Securities Agreement. All dividends and interest payments (other than such cash dividends and cash interest or principal payments as are permitted to be paid to a Grantor in accordance with this clause (b)) and all rights, including property, proceeds and products received, receivable or otherwise distributed in respect of any of the Pledged SecuritiesSecurities of any Grantor whenever paid or made, directly shall be delivered to the Administrative Collateral Agent to hold as Collateral and shall, if recovered by a Grantor, be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of such Grantor, and be forthwith delivered to the Collateral Agent as Collateral.

Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 5.3(b7.01(b), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Equity Interests and all payments made Securities paid in respect the normal course of business of the Pledged Notesrelevant Issuer, to the extent not prohibited by permitted in the Credit Agreement, and to exercise all voting, corporate and other ownership (or other similar) rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate or other ownership (or other similar) right exercised or other action taken which would materially impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Document. (b) If an Event of Default shall occur and be continuing and continuing, then at any time in the Administrative Agent shall have given Agent’s discretion following notice to the relevant Grantor of the Administrative Agent’s intent to exercise its rights pursuant to this Section 5.3(b): Grantor, (i) all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Administrative Agent who shall thereupon have the sole right, but shall be under no obligation, to exercise or refrain from exercising such voting and other consensual rights; (ii) the Administrative Agent shall have the rightright to receive any and all cash dividends, without notice to any Grantor (where permitted by applicable law), to transfer all payments or any portion other Proceeds paid in respect of the Investment Property Pledged Securities and make application thereof to its name the Secured Obligations in accordance with Section 10.02 of the Credit Agreement, and (ii) any or all of the Pledged Securities shall be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (A) all voting, corporate and other rights pertaining to such Pledged Securities at any meeting of shareholders (or agent; other equivalent body) of the relevant Issuer or Issuers or otherwise and (iiiB) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the organizational structure of any Issuer, or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities 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 the no duty to any Grantor to exercise any such right, without notice privilege or option and shall not be responsible for any failure to any Grantor, to exchange any certificates do so or instruments representing any Investment Property for certificates or instruments of smaller or larger denominations. In order to permit the Administrative Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Administrative Agent all proxies, dividend payment orders and other instruments as the Administrative Agent may from time to time reasonably request and each Grantor acknowledges that the Administrative Agent may utilize the power of attorney set forth hereindelay in so doing. (c) Each Grantor hereby authorizes and instructs each issuer Issuer of any Pledged Securities pledged by such Grantor hereunder (and each Issuer party hereto hereby agrees) to (i) comply with any instruction received by it from the Administrative Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each such issuer Issuer shall be fully protected in so complying, and (ii) upon unless otherwise expressly permitted hereby, at any such instruction following the occurrence and during the continuance of time that an Event of DefaultDefault exists, pay any dividends or other payments with respect to the Investment Property, including Pledged Securities, Securities directly to the Administrative Agent. (d) After the occurrence and during the continuation of an Event of Default, if the Issuer of any Pledged Securities is the subject of bankruptcy, insolvency, receivership, custodianship or other proceedings under the supervision of any Governmental Authority, then all rights of the Grantor in respect thereof to exercise the voting and other consensual rights which such Grantor would otherwise be entitled to exercise with respect to the Pledged Securities issued by such Issuer shall cease, and all such rights shall thereupon become vested in the Administrative Agent who shall thereupon have the sole right to exercise such voting and other consensual rights, but the Administrative Agent shall have no duty to exercise any such voting or other consensual rights and shall not be responsible for any failure to do so or delay in so doing.

Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Collateral Agent shall have given notice to the relevant Grantor of the Administrative Collateral Agent’s intent to exercise its corresponding rights pursuant to Section 5.3(b6.4(b), each Grantor shall be permitted to receive all cash dividends and other distributions paid in respect of the Pledged Equity Interests Stock and all payments made in respect of the Pledged Notes, Notes to the extent not prohibited by permitted in the Credit Agreement, and to exercise all voting, voting and corporate and other ownership (or other similar) rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate or other ownership (or other similar) right exercised or other action taken which would materially impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Document. (b) If an Event of Default shall occur and be continuing and the Administrative Collateral Agent shall have given give notice of its intent to exercise such rights to the relevant Grantor or Grantors (which notice shall not be required if an Event of Default under Section 8.1(f) of the Administrative Agent’s intent to exercise its rights pursuant to this Section 5.3(b): Credit Agreement shall have occurred and be continuing), (i) all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Administrative Agent who shall thereupon have the sole right, but shall be under no obligation, to exercise or refrain from exercising such voting and other consensual rights; (ii) 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 Securities and make application thereof to the Obligations in the order set forth in Section 6.7, and (ii) any or all of the Pledged Securities shall be registered in the name of the Collateral Agent or its nominee, and the Collateral Agent or its nominee may thereafter during the continuance of such Event of Default exercise (x) all voting, corporate and other rights pertaining to such Pledged Securities at any meeting of shareholders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any Issuer, or upon the exercise by any Grantor or the Collateral Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Agent may reasonably determine), all without notice liability (except liabilities resulting from the gross negligence or willful misconduct of the Collateral Agent) except to account for property actually received by it, but the Collateral Agent shall have no duty to any Grantor (where permitted by applicable law)to exercise any such right, privilege or option and shall not be responsible for any failure to transfer all do so or any portion of delay in so doing unless the Investment Property to its name or the name Collateral Agent has given notice of its nominee or agent; and (iii) the Administrative Agent shall have the right, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Property for certificates or instruments of smaller or larger denominations. In order to permit the Administrative Agent intent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Administrative Agent all proxies, dividend payment orders and other instruments as the Administrative Agent may from time to time reasonably request and each Grantor acknowledges that the Administrative Agent may utilize the power of attorney set forth hereinabove. (c) Each Grantor hereby authorizes and instructs each issuer Issuer of any Pledged Securities pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Administrative Agent in writing that (Ax) states that an Event of Default has occurred and is continuing and (By) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each such issuer Issuer shall be fully protected in so complying, and (ii) upon any such instruction following the occurrence and during the continuance of an Event of Default, pay any dividends or other payments with respect to the Investment Property, including Pledged Securities, directly to the Administrative Agent.

Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 5.3(b6.3(b), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Equity Interests and all payments made in respect of the Pledged Notes, in each case paid in the normal course of business of the relevant Issuer and consistent with past practice, to the extent not prohibited by permitted in the Credit Agreement, and to exercise all voting, voting and corporate and other ownership (or other similar) rights with respect to the Pledged SecuritiesSecurities not inconsistent with the purposes of this Agreement; provided, however, that no vote shall be cast or corporate or other ownership (or other similar) right exercised or other action taken which which, in the Administrative Agent’s reasonable judgment, would materially impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Document. (b) If an Event of Default shall occur and be continuing and the Administrative Agent shall have given give notice of its intent to invoke the provisions of this Section 6.3(b) to the relevant Grantor of the Administrative Agent’s intent to exercise its rights pursuant to this Section 5.3(bGrantor(s): (i) all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Administrative Agent who shall thereupon have the sole right, but shall be under no obligation, to exercise or refrain from exercising such voting and other consensual rights; rights and (ii) the Administrative Agent shall have the right, without notice to any Grantor (where permitted by applicable law), right to transfer all or any portion of the Investment Property to its name or the name of its nominee or agent; and (iii) . In addition, the Administrative Agent shall have the right, without notice to right at any Grantor, time to exchange any certificates or instruments representing any Investment Property for certificates or instruments of smaller or larger denominations. In order to permit the Administrative Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Administrative Agent all proxies, dividend payment orders and other instruments as the Administrative Agent may from time to time reasonably request and each Grantor acknowledges that the Administrative Agent may utilize the power of attorney set forth herein. (c) Each Grantor hereby authorizes and instructs each issuer Issuer of any Pledged Securities pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Administrative Agent in writing that (Ax) states that an Event of Default has occurred and is continuing and (By) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each such issuer Issuer shall be fully protected in so complying, and (ii) upon any such instruction following the occurrence and during the continuance of an Event of Defaultunless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Investment Property, including Pledged Securities, Securities directly to the Administrative Agent.

Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 5.3(b6.3(b), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Equity Interests Stock and all payments made in respect of the Pledged Notes, Notes to the extent not prohibited by permitted in the Credit Agreement, and to exercise all voting, voting and corporate and other ownership (or other similar) rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate or other ownership (or other similar) right exercised or other action taken which would materially impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Document. (b) If an Event of Default shall occur and be continuing and the Administrative Agent shall have given give notice of its intent to exercise such rights to the relevant Grantor of the Administrative Agent’s intent to exercise its rights pursuant to this Section 5.3(b): or Grantors, (i) all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights which it would unless otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested provided in the Administrative Agent who shall thereupon have the sole rightCredit Agreement, but shall be under no obligation, to exercise or refrain from exercising such voting and other consensual rights; (ii) the Administrative Agent shall have the rightright to receive any and all cash dividends, without notice to any Grantor (where permitted by applicable law), to transfer all payments or any portion other Proceeds paid in respect of the Investment Property Pledged Securities and make application thereof to its name the Obligations in the order set forth in Section 6.6, and (ii) any or all of the Pledged Securities shall be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (x) all voting, corporate and other rights pertaining to such Pledged Securities at any meeting of shareholders of the relevant Issuer or agent; Issuers or otherwise and (iiiy) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any Issuer, or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities 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 the no duty to any Grantor to exercise any such right, without notice privilege or option and shall not be responsible for any failure to any Grantor, to exchange any certificates do so or instruments representing any Investment Property for certificates or instruments of smaller or larger denominations. In order to permit delay in so doing unless the Administrative Agent has given notice of its intent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Administrative Agent all proxies, dividend payment orders and other instruments as the Administrative Agent may from time to time reasonably request and each Grantor acknowledges that the Administrative Agent may utilize the power of attorney set forth hereinabove. (c) Each Grantor hereby authorizes and instructs each issuer Issuer of any Pledged Securities pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Administrative Agent in writing that (Ax) states that an Event of Default has occurred and is continuing and (By) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each such issuer Issuer shall be fully protected in so complying, and (ii) upon any such instruction following the occurrence and during the continuance of an Event of Default, pay any dividends or other payments with respect to the Investment Property, including Pledged Securities, directly to the Administrative Agent.

Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor or Holdings of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 5.3(b6.3(b), each Grantor and Holdings shall be permitted to receive all cash dividends or distributions (except for dividends or distributions of additional equity interests) paid in respect of the Pledged Equity Interests and all payments made in respect of the Pledged Notes, to the extent not prohibited by permitted in the Credit Agreement, and to exercise all voting, corporate voting and other ownership (or other similar) rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate or other ownership (or other similar) right exercised or other action taken which would be materially impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Document. (b) If an Event of Default shall occur and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its rights pursuant to this Section 5.3(b): continuing: (i) all rights of each Grantor and Holdings, as applicable, to exercise or refrain from exercising the voting and other consensual rights which it they would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Administrative Agent who shall thereupon have the sole right, but shall be under no obligation, to exercise or refrain from exercising such voting and other consensual rights; rights and (ii) the Administrative Agent shall have the right, without notice to any Grantor (where permitted by applicable law)or Holdings, to transfer all or any portion of the Investment Property to its name or the name of its nominee or agent; and (iii) the Administrative Agent shall have the right, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Property for certificates or instruments of smaller or larger denominations. In order to permit the Administrative Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder each Grantor and Holdings, as applicable, shall promptly execute and deliver (or cause to be executed and delivered) to the Administrative Agent all proxies, dividend payment orders and other instruments as the Administrative Agent may from time to time reasonably request and each Grantor acknowledges and Holdings acknowledge that the Administrative Agent may utilize the power of attorney set forth herein. (c) Each Grantor and Holdings hereby authorizes authorize and instructs instruct each issuer Issuer of any Pledged Securities pledged by such Grantor or Holdings hereunder to (i) comply with any instruction received by it from the Administrative Agent in writing that (Ax) states that an Event of Default has occurred and is continuing and (By) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such GrantorGrantor or Holdings, and each Grantor agrees and Holdings agree that each such issuer Issuer shall be fully protected in so complying, and (ii) upon any such instruction following the occurrence and during the continuance of an Event of Default, pay any dividends or other payments with respect to the Investment Property, including Pledged Securities, directly to the Administrative Agent.

Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s 's intent to exercise its corresponding rights pursuant to Section 5.3(b), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Equity Interests Stock and all payments made in the ordinary course in respect of the Pledged NotesNotes and all distributions in respect of the Pledge Partnership Interests and Pledged LLC Interests, to the extent not prohibited by permitted in the Credit Agreement, and to exercise all voting, voting and corporate and other ownership (or other similar) rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate or other ownership (or other similar) right exercised or other action taken which which, in the Administrative Agent's reasonable judgment, would materially impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Document. (b) If an Event of Default shall occur and be continuing and the Administrative Agent shall have given give notice of its intent to exercise such rights to the relevant Grantor of the Administrative Agent’s intent to exercise its rights pursuant to this Section 5.3(b): or Grantors, (i) all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Administrative Agent who shall thereupon have the sole right, but shall be under no obligation, to exercise or refrain from exercising such voting and other consensual rights; (ii) the Administrative Agent shall have the rightright to receive any and all cash dividends, without notice to any Grantor (where permitted by applicable law), to transfer all payments or any portion other Proceeds paid in respect of the Investment Property Pledged Securities and make application thereof to its name the Obligations in such order as the Administrative Agent may determine, and (ii) any or all of the Pledged Securities shall be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (x) all voting, corporate and other rights pertaining to such Pledged Securities at any meeting of shareholders of the relevant Issuer or agent; Issuers or otherwise and (iiiy) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any Issuer, or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities 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 and except to the extent resulting from the gross negligence or willful misconduct of the Administrative Agent, but the Administrative Agent shall have the no duty to any Grantor to exercise any such right, without notice privilege or option and shall not be responsible for any failure to any Grantor, to exchange any certificates do so or instruments representing any Investment Property for certificates or instruments of smaller or larger denominations. In order to permit the Administrative Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Administrative Agent all proxies, dividend payment orders and other instruments as the Administrative Agent may from time to time reasonably request and each Grantor acknowledges that the Administrative Agent may utilize the power of attorney set forth hereindelay in so doing. (c) Each Grantor hereby authorizes and instructs each issuer Issuer of any Pledged Securities pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Administrative Agent in writing that (Ax) states that an Event of Default has occurred and is continuing and (By) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each such issuer Issuer shall be fully protected in so complying, and (ii) upon any such instruction following the occurrence and during the continuance of an Event of Default, unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Investment Property, including Pledged Securities, Securities directly to the Administrative Agent.

Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 5.3(b7.01(b), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Equity Interests and all payments made Securities paid in respect the normal course of business of the Pledged Notesrelevant Issuer, to the extent not prohibited by permitted in the Credit Agreement, and to exercise all voting, voting and corporate and other ownership (or other similar) rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate or other ownership (or other similar) right exercised or other action taken which would materially impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Document. (b) If an Event of Default shall occur and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of continuing, then at any time in the Administrative Agent’s intent to exercise its rights pursuant to this Section 5.3(b): discretion without notice, (i) all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Administrative Agent who shall thereupon have the sole right, but shall be under no obligation, to exercise or refrain from exercising such voting and other consensual rights; (ii) the Administrative Agent shall have the rightright to receive any and all cash dividends, without notice to any Grantor (where permitted by applicable law), to transfer all payments or any portion other Proceeds paid in respect of the Investment Property Pledged Securities and make application thereof to its name the Obligations in accordance with Section 10.02 of the Credit Agreement, and (ii) any or all of the Pledged Securities shall be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (x) all voting, corporate and other rights pertaining to such Pledged Securities at any meeting of shareholders (or agent; other equivalent body) of the relevant Issuer or Issuers or otherwise and (iiiy) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the organizational structure of any Issuer, or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities 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 the no duty to any Grantor to exercise any such right, without notice privilege or option and shall not be responsible for any failure to any Grantor, to exchange any certificates do so or instruments representing any Investment Property for certificates or instruments of smaller or larger denominations. In order to permit the Administrative Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Administrative Agent all proxies, dividend payment orders and other instruments as the Administrative Agent may from time to time reasonably request and each Grantor acknowledges that the Administrative Agent may utilize the power of attorney set forth hereindelay in so doing. (c) Each Grantor hereby authorizes and instructs each issuer Issuer of any Pledged Securities pledged by such Grantor hereunder (and each Issuer party hereto hereby agrees) to (i) comply with any instruction received by it from the Administrative Agent in writing that (Ax) states that an Event of Default has occurred and is continuing and (By) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each such issuer Issuer shall be fully protected in so complying, and (ii) upon any such instruction following the occurrence and during the continuance of an Event of Defaultunless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Investment Property, including Pledged Securities, Securities directly to the Administrative Agent.

Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 5.3(b6.3(b), each Grantor shall be permitted to receive all cash and non-cash dividends paid in respect of the Pledged Equity Interests Stock and all payments made in respect of the Pledged Notes, to the extent not prohibited by permitted in the Credit Agreement, and to exercise all voting, voting and corporate and other ownership (or other similar) organizational rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate or other ownership (or other similar) organizational right exercised or other action taken which which, in the Administrative Agent’s reasonable judgment, would materially impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Document. (b) If an Event of Default shall occur and be continuing and the Administrative Agent shall have given give notice of its intent to exercise such rights to the relevant Grantor of the Administrative Agent’s intent to exercise its rights pursuant to this Section 5.3(b): or Grantors, (i) all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Administrative Agent who shall thereupon have the sole right, but shall be under no obligation, to exercise or refrain from exercising such voting and other consensual rights; (ii) the Administrative Agent shall have the rightright to receive any and all cash dividends, without notice to any Grantor (where permitted by applicable law), to transfer all payments or any portion other Proceeds paid in respect of the Investment Property Pledged Securities and make application thereof to its name the applicable Obligations in such order as the Administrative Agent may determine, and (ii) any or all of the Pledged Securities shall be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (x) all voting, corporate and other rights pertaining to such Pledged Securities at any meeting of shareholders of the relevant Issuer or agent; Issuers or otherwise and (iiiy) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other organizational structure of any Issuer, or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities 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 the no duty to any Grantor to exercise any such right, without notice privilege or option and shall not be responsible for any failure to any Grantor, to exchange any certificates do so or instruments representing any Investment Property for certificates or instruments of smaller or larger denominations. In order to permit the Administrative Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Administrative Agent all proxies, dividend payment orders and other instruments as the Administrative Agent may from time to time reasonably request and each Grantor acknowledges that the Administrative Agent may utilize the power of attorney set forth hereindelay in so doing. (c) Each Grantor hereby authorizes and instructs each issuer Issuer of any Pledged Securities pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Administrative Agent in writing that (Ax) states that an Event of Default has occurred and is continuing and (By) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each such issuer Issuer shall be fully protected in so complying, and (ii) upon any such instruction following the occurrence and during the continuance of an Event of Defaultunless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Investment Property, including Pledged Securities, Securities directly to the Administrative Agent.

Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor or Holdings of the Administrative Agent’s 's intent to exercise its corresponding rights pursuant to Section 5.3(b6.3(b), each Grantor and Holdings shall be permitted to receive all cash dividends or distributions (except for dividends or distributions of additional equity interests) paid in respect of the Pledged Equity Interests and all payments made in respect of the Pledged Notes, to the extent not prohibited by permitted in the Credit Agreement, and to exercise all voting, corporate voting and other ownership (or other similar) rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate or other ownership (or other similar) right exercised or other action taken which would be materially impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Document. (b) If an Event of Default shall occur and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its rights pursuant to this Section 5.3(b): continuing: (i) all rights of each Grantor and Holdings, as applicable, to exercise or refrain from exercising the voting and other consensual rights which it they would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Administrative Agent who shall thereupon have the sole right, but shall be under no obligation, to exercise or refrain from exercising such voting and other consensual rights; rights and (ii) the Administrative Agent shall have the right, without notice to any Grantor (where permitted by applicable law)or Holdings, to transfer all or any portion of the Investment Property to its name or the name of its nominee or agent; and (iii) the Administrative Agent shall have the right, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Property for certificates or instruments of smaller or larger denominations. In order to permit the Administrative Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder each Grantor and Holdings, as applicable, shall promptly execute and deliver (or cause to be executed and delivered) to the Administrative Agent all proxies, dividend payment orders and other instruments as the Administrative Agent may from time to time reasonably request and each Grantor acknowledges and Holdings acknowledge that the Administrative Agent may utilize the power of attorney set forth herein. (c) Each Grantor and Holdings hereby authorizes authorize and instructs instruct each issuer Issuer of any Pledged Securities pledged by such Grantor or Holdings hereunder to (i) comply with any instruction received by it from the Administrative Agent in writing that (Ax) states that an Event of Default has occurred and is continuing and (By) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such GrantorGrantor or Holdings, and each Grantor agrees and Holdings agree that each such issuer Issuer shall be fully protected in so complying, and (ii) upon any such instruction following the occurrence and during the continuance of an Event of Default, pay any dividends or other payments with respect to the Investment Property, including Pledged Securities, directly to the Administrative Agent.

Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given written notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 5.3(b6.2(b) (which notice shall be deemed to have been given immediately upon the occurrence of an Event of Default under Section 7.1(f) of the Credit Agreement other than to the extent such right is waived or revoked in writing by the Required Lenders), each Grantor shall be permitted to (i) receive all cash dividends dividends, interest, principal or other payments or distributions paid in respect of the Pledged Equity Interests and all payments or made in respect of the Pledged NotesSecurities, to the extent not prohibited by the Credit Agreement; provided, however, that that any noncash dividends, interest, principal or other distributions that would constitute Pledged Capital Stock or Pledged Debt Securities, whether resulting from a subdivision, combination or reclassification of the outstanding equity interests of the issuer of any Pledged Securities or received in exchange for Pledged Securities or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Collateral, and, if received by any Grantor, shall not be commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, shall be held for the ratable benefit of the Secured Parties and shall be forthwith delivered to the Administrative Agent in the same form as so received (with any necessary endorsement or instrument of assignment), and to (ii) exercise all voting, voting and corporate and or other ownership (or other similar) rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate or other ownership (or other similar) right exercised or other action taken which would reasonably be expected to materially impair and adversely affect the Collateral rights inuring to a holder of any Pledged Securities or the rights and remedies of the Administrative Agent or the other Secured Parties under this Agreement or any other Loan Document or the ability of the Secured Parties to exercise the same or which would be inconsistent with or result in any violation of violate any provision of the Credit Agreement, this Agreement or any other Loan Document. (b) If an Event of Default shall occur and be continuing and the Administrative Agent shall have given written notice to the relevant Grantor Borrower of the Administrative Agent’s intent to exercise execute its rights pursuant to this Section 5.3(b6.2(b) (which notice shall be deemed to have been given immediately upon the occurrence of an Event of Default under Section 7.1(f) of the Credit Agreement other than to the extent such right is waived or revoked in writing by the Required Lenders): (i) the Administrative Agent shall have the right to receive any and all dividends, interest, principal or other payments or distributions paid in respect to the Pledged Securities included in the Collateral and make application thereof to the Obligations in accordance with Section 6.4, (ii) all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Administrative Agent who which shall thereupon have the sole right, but shall be under no obligation, to exercise or refrain from exercising such voting and other consensual rights; (ii) the Administrative Agent shall have the right, without notice to any Grantor (where permitted by applicable law), to transfer all or any portion of the Investment Property to its name or the name of its nominee or agent; rights and (iii) the Administrative Agent shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Property included in the Collateral to its name or the name of its nominee or agent or the name of the applicable Grantor, endorsed or assigned in blank in favor of the Administrative Agent, and each Grantor will, upon request, promptly give to the Administrative Agent copies of any notices or other communications received by it with respect to Pledged Securities included in the Collateral registered in the name of such Grantor. In addition, if an Event of Default has occurred and is continuing, the Administrative Agent shall have the right at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Property included in the Collateral for certificates or instruments of smaller or larger denominations. In order to permit the Administrative Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder if an Event of Default has occurred and is continuing each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Administrative Agent all proxies, dividend payment orders and other instruments as the Administrative Agent may from time to time reasonably request and each Grantor acknowledges that the Administrative Agent may utilize the power of attorney set forth herein. All dividends, interest, principal or other payments or distributions received by any Grantor contrary to the provisions of this Section 6.2(b) shall be held for the benefit of the Administrative Agent, shall be segregated from other property or funds of such Grantor and shall be promptly delivered to the Administrative Agent promptly following demand in the same form as so received (with any necessary endorsement reasonably requested by the Administrative Agent). (c) Any notice given by the Administrative Agent to the Borrower or any other Grantor under this Section 6.2 (i) may be given by telephone if promptly confirmed in writing, (ii) may be given with respect to one or more of the Grantors at the same or different times and (iii) may suspend the rights of the Grantors under paragraph (a) or (b) of this Section 6.2 in part without suspending all such rights (as specified by the Administrative Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Administrative Agent’s rights to give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing. (d) Each Grantor hereby authorizes and instructs each issuer Issuer of any Pledged Securities pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Administrative Agent in writing that (Ax) states that an Event of Default has occurred and is continuing and (By) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each such issuer Issuer shall be fully protected in so complying, and (ii) upon any such instruction following the occurrence and during the continuance of an Event of Defaultunless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Investment Property, including Pledged Securities, Securities directly to the Administrative Agent.

Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Collateral Agent shall have given notice to the relevant Grantor of the Administrative Collateral Agent’s intent to exercise its corresponding rights pursuant to Section 5.3(b5.03(b), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Equity Interests and all payments made in respect of the Pledged Notes, in each case paid in the normal course of business of the relevant Issuer and consistent with past practice, to the extent not prohibited by permitted in the Credit Agreement, and to exercise all voting, voting and corporate and other ownership (or other similar) rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate or other ownership (or other similar) right exercised or other action taken which which, in the Collateral Agent’s reasonable judgment, would materially impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Document. (b) If an Event of Default shall occur and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its rights pursuant to this Section 5.3(b): continuing: (i) all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Administrative Collateral Agent who shall thereupon have the sole right, but shall be under no obligation, to exercise or refrain from exercising such voting and other consensual rights; rights and (ii) the Administrative Collateral Agent shall have the right, without notice to any Grantor (where permitted by applicable law)Grantor, to transfer all or any portion of the Investment Property to its name or the name of its nominee or agent; and (iii) . In addition, the Administrative Collateral Agent shall have the rightright at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Property for certificates or instruments of smaller or larger denominations. In If an Event of Default has occurred and is continuing, in order to permit the Administrative Collateral Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Administrative Collateral Agent all proxies, dividend payment orders and other instruments as the Administrative Collateral Agent may from time to time reasonably request and each Grantor acknowledges that the Administrative Collateral Agent may utilize the power of attorney set forth herein. (c) Each Grantor hereby authorizes and instructs each issuer Issuer of any Pledged Securities pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Administrative Collateral Agent in writing that (Ax) states that an Event of Default has occurred and is continuing and (By) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each such issuer Issuer shall be fully protected in so complying, and (ii) upon any such instruction following the occurrence and during the continuance of an Event of Default, pay any dividends or other payments with respect to the Investment Property, including Pledged Securities, directly to the Administrative Collateral Agent.

Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 5.3(b)subsection (b) of this Section, each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Equity Interests and all payments made Securities paid in respect the normal course of business of the Pledged Notesrelevant Issuer, to the extent not prohibited by permitted in the Credit Agreement, and to exercise all voting, voting and corporate and other ownership (or other similar) rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate or other ownership (or other similar) right exercised or other action taken which would materially impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Document. (b) If an Event of Default shall occur and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of continuing, then at any time in the Administrative Agent’s intent to exercise its rights pursuant to this Section 5.3(b): discretion, upon written notice, (i) all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Administrative Agent who shall thereupon have the sole right, but shall be under no obligation, to exercise or refrain from exercising such voting and other consensual rights; (ii) the Administrative Agent shall have the rightright to receive any and all cash dividends, without notice to any Grantor (where permitted by applicable law), to transfer all payments or any portion other Proceeds paid in respect of the Investment Property Pledged Securities and make application thereof to its name the Obligations in accordance with Section 8.2 of the Credit Agreement, and (ii) any or all of the Pledged Securities shall be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (x) all voting, corporate and other rights pertaining to such Pledged Securities at any meeting of shareholders (or agent; other equivalent body) of the relevant Issuer or Issuers or otherwise and (iiiy) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the organizational structure of any Issuer, or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities 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 the no duty to any Grantor to exercise any such right, without notice privilege or option and shall not be responsible for any failure to any Grantor, to exchange any certificates do so or instruments representing any Investment Property for certificates or instruments of smaller or larger denominations. In order to permit the Administrative Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Administrative Agent all proxies, dividend payment orders and other instruments as the Administrative Agent may from time to time reasonably request and each Grantor acknowledges that the Administrative Agent may utilize the power of attorney set forth hereindelay in so doing. (c) Each Grantor hereby authorizes and instructs each issuer Issuer of any Pledged Securities pledged by such Grantor hereunder (and each Issuer party hereto hereby agrees) to (i) comply with any instruction received by it from the Administrative Agent in writing that (Ax) states that after an Event of Default has occurred and is continuing and (By) that is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each such issuer Issuer shall be fully protected in so complying, and (ii) upon any such instruction following the occurrence and during the continuance of unless otherwise expressly permitted hereby, after an Event of DefaultDefault has occurred and is continuing, pay any dividends or other payments with respect to the Investment Property, including Pledged Securities, Securities directly to the Administrative Agent. (d) After the occurrence and during the continuation of an Event of Default, if the Issuer of any Pledged Securities is the subject of bankruptcy, insolvency, receivership, custodianship or other proceedings under the supervision of any Governmental Authority, then, upon receipt by any Grantor of written notice from the Administrative Agent, all rights of the Grantor in respect thereof to exercise the voting and other consensual rights which such Grantor would otherwise be entitled to exercise with respect to the Pledged Securities issued by such Issuer shall cease, and all such rights shall thereupon become vested in the Administrative Agent who shall thereupon have the sole right to exercise such voting and other consensual rights, but the Administrative Agent shall have no duty to exercise any such voting or other consensual rights and shall not be responsible for any failure to do so or delay in so doing.

Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 5.3(b7.01(b), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Equity Interests and all payments made Securities paid in respect the normal course of business of the Pledged Notesrelevant Issuer, to the extent not prohibited by permitted in the Credit Agreement, and to exercise all voting, voting and corporate and other ownership (or other similar) rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate or other ownership (or other similar) right exercised or other action taken which would materially impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Document. (b) If an Event of Default shall occur and be continuing (and the Administrative Agent shall have given notice subject to the relevant Grantor of Intercreditor Agreement), then at any time in the Administrative Agent’s intent to exercise its rights pursuant to this Section 5.3(b): discretion without notice, (i) all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Administrative Agent who shall thereupon have the sole right, but shall be under no obligation, to exercise or refrain from exercising such voting and other consensual rights; (ii) the Administrative Agent shall have the rightright to receive any and all cash dividends, without notice to any Grantor (where permitted by applicable law), to transfer all payments or any portion other Proceeds paid in respect of the Investment Property Pledged Securities and make application thereof to its name the Obligations in accordance with Section 10.02 of the Credit Agreement, and (ii) any or all of the Pledged Securities shall be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (x) all voting, corporate and other rights pertaining to such Pledged Securities at any meeting of shareholders (or agent; other equivalent body) of the relevant Issuer or Issuers or otherwise and (iiiy) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the organizational structure of any Issuer, or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities 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 the no duty to any Grantor to exercise any such right, without notice privilege or option and shall not be responsible for any failure to any Grantor, to exchange any certificates do so or instruments representing any Investment Property for certificates or instruments of smaller or larger denominations. In order to permit the Administrative Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Administrative Agent all proxies, dividend payment orders and other instruments as the Administrative Agent may from time to time reasonably request and each Grantor acknowledges that the Administrative Agent may utilize the power of attorney set forth hereindelay in so doing. (c) Each Grantor hereby authorizes and instructs each issuer Issuer of any Pledged Securities pledged by such Grantor hereunder to (and each Issuer party hereto hereby agrees) to, upon the Discharge of First Lien Obligations, (i) comply with any instruction received by it from the Administrative Agent in writing that (Ax) states that an Event of Default has occurred and is continuing and (By) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each such issuer Issuer shall be fully protected in so complying, and (ii) upon any such instruction following the occurrence and during the continuance of an Event of Defaultunless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Investment Property, including Pledged Securities, Securities directly to the Administrative Agent. (d) After the occurrence and during the continuation of an Event of Default, if the Issuer of any Pledged Securities is the subject of bankruptcy, insolvency, receivership, custodianship or other proceedings under the supervision of any Governmental Authority, then all rights of the Grantor in respect thereof to exercise the voting and other consensual rights which such Grantor would otherwise be entitled to exercise with respect to the Pledged Securities issued by such Issuer shall cease, and all such rights shall thereupon become vested in the Administrative Agent (subject to the Intercreditor Agreement) who shall thereupon have the sole right to exercise such voting and other consensual rights, but the Administrative Agent shall have no duty to exercise any such voting or other consensual rights and shall not be responsible for any failure to do so or delay in so doing.

Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Collateral Agent shall have given notice to the relevant Grantor of the Administrative Collateral Agent’s intent to exercise its corresponding rights pursuant to Section 5.3(b6.3(b), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Equity Interests and all payments made in respect of the Pledged Notes, to the extent not prohibited by the Credit Agreement, and to exercise all voting, voting and corporate and other ownership (or other similar) rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate or other ownership (or other similar) right exercised or other action taken which would materially impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Document. (b) If an Event of Default shall occur and be continuing and the Administrative Collateral Agent shall have given notice to the relevant Grantor of the Administrative Collateral Agent’s intent to exercise its rights pursuant to this Section 5.3(b6.3(b): (i) all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Administrative Collateral Agent who shall thereupon have the sole right, but shall be under no obligation, to exercise or refrain from exercising such voting and other consensual rights; (ii) the Administrative Collateral Agent shall have the right, without notice to any Grantor (where permitted by applicable lawLaws), any such notice being expressly waived by each Grantor, to transfer all or any portion of the Investment Property to its name or the name of its nominee or agent; and (iii) the Administrative Collateral Agent shall have the right, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Property for certificates or instruments of smaller or larger denominations. In order to permit the Administrative Collateral Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Administrative Collateral Agent all proxies, dividend payment orders and other instruments as the Administrative Collateral Agent may from time to time reasonably request and each Grantor acknowledges that the Administrative Collateral Agent may utilize the power of attorney set forth herein. (c) Each Grantor hereby authorizes and instructs each issuer of any Pledged Securities pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Administrative Collateral Agent in writing that (Ax) states that an Event of Default has occurred and is continuing and (By) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each such issuer shall be fully protected in so complying, and (ii) upon any such instruction following the occurrence and during the continuance of an Event of Default, pay any dividends or other payments with respect to the Investment Property, including Pledged Securities, directly to the Administrative Collateral Agent.

Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s 's intent to exercise its corresponding rights pursuant to Section 5.3(b6.4(b), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Equity Interests Stock and all payments made in respect of the Pledged Notes, in each case paid in the normal course of business of the relevant Issuer, to the extent not prohibited by permitted in the Credit Agreement, and to exercise all voting, voting and corporate and or other ownership (or other similar) rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate or other ownership (or other similar) right exercised or other action taken which which, in the Administrative Agent's reasonable judgment, would materially impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Document. (b) If Subject to applicable provisions of Nevada Gaming Laws, if an Event of Default shall occur and be continuing and the Administrative Agent shall have given give notice of its intent to exercise such rights to the relevant Grantor of the Administrative Agent’s intent to exercise its rights pursuant to this Section 5.3(b): or Grantors, (i) all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Administrative Agent who shall thereupon have the sole right, but shall be under no obligation, to exercise or refrain from exercising such voting and other consensual rights; (ii) the Administrative Agent shall have the rightright to receive any and all cash dividends, without notice to any Grantor (where permitted by applicable law), to transfer all payments or any portion other Proceeds paid in respect of the Investment Property Pledged Securities and make application thereof to its name the Obligations in the order set forth in Section 6.6, and (ii) any or all of the Pledged Securities shall be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (x) all voting, corporate or agent; other ownership and other rights pertaining to such Pledged Securities at any meeting of shareholders or other equity holders of the relevant Issuer or Issuers or otherwise and (iiiy) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other structure of any Issuer, or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities 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 the no duty to any Grantor to exercise any such right, without notice privilege or option and shall not be responsible for any failure to any Grantor, to exchange any certificates do so or instruments representing any Investment Property for certificates or instruments of smaller or larger denominations. In order to permit the Administrative Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Administrative Agent all proxies, dividend payment orders and other instruments as the Administrative Agent may from time to time reasonably request and each Grantor acknowledges that the Administrative Agent may utilize the power of attorney set forth hereindelay in so doing. (c) Each Grantor hereby authorizes and instructs each issuer Issuer of any Pledged Securities pledged by such Grantor hereunder to (i) to comply with any instruction received by it from the Administrative Agent in writing that (Ax) states that an Event of Default has occurred and is continuing and (By) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each such issuer Issuer shall be fully protected in so complying, and (ii) upon any such instruction following the occurrence and during the continuance of an Event of Defaultunless otherwise expressly permitted hereby, to pay any dividends or other payments with respect to the Investment Property, including Pledged Securities, Securities directly to the Administrative Agent.

Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s 's intent to exercise its corresponding rights pursuant to Section 5.3(b7.01(b), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Equity Interests and all payments made Securities paid in respect the normal course of business of the Pledged Notesrelevant Issuer, to the extent not prohibited by permitted in the Credit Agreement, and to exercise all voting, voting and corporate and other ownership (or other similar) rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate or other ownership (or other similar) right exercised or other action taken which would materially impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Document. (b) If an Event of Default shall occur and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of continuing, then at any time in the Administrative Agent’s intent to exercise its rights pursuant to this Section 5.3(b): 's discretion without notice, (i) all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Administrative Agent who shall thereupon have the sole right, but shall be under no obligation, to exercise or refrain from exercising such voting and other consensual rights; (ii) the Administrative Agent shall have the rightright to receive any and all cash dividends, without notice to any Grantor (where permitted by applicable law), to transfer all payments or any portion other Proceeds paid in respect of the Investment Property Pledged Securities and make application thereof to its name the Obligations in accordance with Section 10.02 of the Credit Agreement, and (ii) any or all of the Pledged Securities shall be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (x) all voting, corporate and other rights pertaining to such Pledged Securities at any meeting of shareholders (or agent; other equivalent body) of the relevant Issuer or Issuers or otherwise and (iiiy) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the organizational structure of any Issuer, or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities 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 the no duty to any Grantor to exercise any such right, without notice privilege or option and shall not be responsible for any failure to any Grantor, to exchange any certificates do so or instruments representing any Investment Property for certificates or instruments of smaller or larger denominations. In order to permit the Administrative Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Administrative Agent all proxies, dividend payment orders and other instruments as the Administrative Agent may from time to time reasonably request and each Grantor acknowledges that the Administrative Agent may utilize the power of attorney set forth hereindelay in so doing. (c) Each Grantor hereby authorizes and instructs each issuer Issuer of any Pledged Securities pledged by such Grantor hereunder (and each Issuer party hereto hereby agrees) to (i) comply with any instruction received by it from the Administrative Agent in writing that (Ax) states that an Event of Default has occurred and is continuing and (By) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each such issuer Issuer shall be fully protected in so complying, and (ii) upon any such instruction following the occurrence and during the continuance of an Event of Defaultunless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Investment Property, including Pledged Securities, Securities directly to the Administrative Agent. (d) After the occurrence and during the continuation of an Event of Default, if the Issuer of any Pledged Securities is the subject of bankruptcy, insolvency, receivership, custodianship or other proceedings under the supervision of any Governmental Authority, then all rights of the Grantor in respect thereof to exercise the voting and other consensual rights which such Grantor would otherwise be entitled to exercise with respect to the Pledged Securities issued by such Issuer shall cease, and all such rights shall thereupon become vested in the Administrative Agent who shall thereupon have the sole right to exercise such voting and other consensual rights, but the Administrative Agent shall have no duty to exercise any such voting or other consensual rights and shall not be responsible for any failure to do so or delay in so doing.

Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s 's intent to exercise its corresponding rights pursuant to Section 5.3(b7.01(b), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Equity Interests and all payments made Securities paid in respect the normal course of business of the Pledged Notesrelevant Issuer, to the extent not prohibited by permitted in the Credit Term Loan Agreement, and to exercise all voting, voting and corporate and other ownership (or other similar) rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate or other ownership (or other similar) right exercised or other action taken which would materially impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Document. (b) If an Event of Default shall occur and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of continuing, then at any time in the Administrative Agent’s intent to exercise its rights pursuant to this Section 5.3(b): 's discretion without notice, (i) all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Administrative Agent who shall thereupon have the sole right, but shall be under no obligation, to exercise or refrain from exercising such voting and other consensual rights; (ii) the Administrative Agent shall have the rightright to receive any and all cash dividends, without notice to any Grantor (where permitted by applicable law), to transfer all payments or any portion other Proceeds paid in respect of the Investment Property Pledged Securities and make application thereof to its name the Obligations in accordance with Section 10.02 of the Term Loan Agreement, and (ii) any or all of the Pledged Securities shall be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (x) all voting, corporate and other rights pertaining to such Pledged Securities at any meeting of shareholders (or agent; other equivalent body) of the relevant Issuer or Issuers or otherwise and (iiiy) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the organizational structure of any Issuer, or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities 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 the no duty to any Grantor to exercise any such right, without notice privilege or option and shall not be responsible for any failure to any Grantor, to exchange any certificates do so or instruments representing any Investment Property for certificates or instruments of smaller or larger denominations. In order to permit the Administrative Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Administrative Agent all proxies, dividend payment orders and other instruments as the Administrative Agent may from time to time reasonably request and each Grantor acknowledges that the Administrative Agent may utilize the power of attorney set forth hereindelay in so doing. (c) Each Grantor hereby authorizes and instructs each issuer Issuer of any Pledged Securities pledged by such Grantor hereunder (and each Issuer party hereto hereby agrees) to (i) comply with any instruction received by it from the Administrative Agent in writing that (Ax) states that an Event of Default has occurred and is continuing and (By) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each such issuer Issuer shall be fully protected in so complying, and (ii) upon any such instruction following the occurrence and during the continuance of an Event of Defaultunless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Investment Property, including Pledged Securities, Securities directly to the Administrative Agent. (d) After the occurrence and during the continuation of an Event of Default, if the Issuer of any Pledged Securities is the subject of bankruptcy, insolvency, receivership, custodianship or other proceedings under the supervision of any Governmental Authority, then all rights of the Grantor in respect thereof to exercise the voting and other consensual rights which such Grantor would otherwise be entitled to exercise with respect to the Pledged Securities issued by such Issuer shall cease, and all such rights shall thereupon become vested in the Administrative Agent who shall thereupon have the sole right to exercise such voting and other consensual rights, but the Administrative Agent shall have no duty to exercise any such voting or other consensual rights and shall not be responsible for any failure to do so or delay in so doing.

Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Collateral Agent shall have given notice to the relevant Grantor of the Administrative Collateral Agent’s intent to exercise its corresponding rights pursuant to Section 5.3(b6.3(b), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Equity Interests and all payments made in respect of the Pledged Notes, to the extent not prohibited by the Credit Agreement, and to exercise all voting, voting and corporate and other ownership (or other similar) rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate or other ownership (or other similar) right exercised or other action taken which would materially impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Document. (b) If an Event of Default shall occur and be continuing and the Administrative Collateral Agent shall have given notice to the relevant Grantor of the Administrative Collateral Agent’s intent to exercise its rights pursuant to this Section 5.3(b6.3(b): (i) all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Administrative Collateral Agent who shall thereupon have the sole right, but shall be under no obligation, to exercise or refrain from exercising such voting and other consensual rights; (ii) the Administrative Collateral Agent shall have the right, without notice to any Grantor (where permitted by applicable law), to transfer all or any portion of the Investment Property to its name or the name of its nominee or agent; and (iii) the Administrative Collateral Agent shall have the right, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Property for certificates or instruments of smaller or larger denominations. In order to permit the Administrative Collateral Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Administrative Collateral Agent all proxies, dividend payment orders and other instruments as the Administrative Collateral Agent may from time to time reasonably request and each Grantor acknowledges that the Administrative Collateral Agent may utilize the power of attorney set forth herein. (c) Each Grantor hereby authorizes and instructs each issuer of any Pledged Securities pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Administrative Collateral Agent in writing that (Ax) states that an Event of Default has occurred and is continuing and (By) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each such issuer shall be fully protected in so complying, and (ii) upon any such instruction following the occurrence and during the continuance of an Event of Default, pay any dividends or other payments with respect to the Investment Property, including Pledged Securities, directly to the Administrative Collateral Agent.

Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 5.3(b)6.03(b) hereof, each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Equity Interests and all payments made in respect of the Pledged Notes, to the extent not unless prohibited by the Credit Bridge Facility Agreement, and to exercise all voting, voting and corporate and other ownership (or other similar) rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate or other ownership (or other similar) right exercised or other action taken which would materially impair in any material respect the Collateral taken as a whole or which would be inconsistent with or result in any violation an Event of any provision of the Credit Agreement, this Agreement or any other Loan DocumentDefault. (b) If an Event of Default shall occur and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s its intent to exercise its rights pursuant to under this Section 5.3(b6.03(b): (i) all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Administrative Agent who shall thereupon have the sole right, but shall be under no obligation, to exercise or refrain from exercising such voting and other consensual rights; rights and (ii) the Administrative Agent shall have the right, without notice to any Grantor (where permitted by applicable law)Grantor, to transfer all or any portion of the Investment Property to its name or the name of its nominee or agent; . In addition, upon the occurrence and (iii) during the continuance of an Event of Default, the Administrative Agent shall have the rightright at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Property for certificates or instruments of smaller or larger denominations. In order to permit the Administrative Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Administrative Agent all proxies, dividend payment orders and other instruments as the Administrative Agent may from time to time reasonably request and each Grantor acknowledges that the Administrative Agent may utilize the power of attorney set forth herein. (c) Each Grantor hereby authorizes and instructs each issuer Issuer of any Pledged Securities pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Administrative Agent in writing that (Ax) states that an Event of Default has occurred and is continuing and (By) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each such issuer Issuer shall be fully protected in so complying, and (ii) upon any such instruction following the occurrence and during the continuance of an Event of Defaultunless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Investment Property, including Pledged Securities, Securities directly to the Administrative Agent.

Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Collateral Agent shall have given notice to the relevant applicable Grantor of the Administrative Collateral Agent’s intent to exercise its corresponding rights pursuant to Section 5.3(b6.03(b), each Grantor shall be permitted upon three (3) Business Days’ notice to the Collateral Agent to receive all cash dividends paid in respect of the Pledged Equity Interests and all payments made in respect of the Pledged Notes, in each case paid in the normal course of business of the applicable Issuer and consistent with past practice, to the extent not prohibited by permitted in the Credit Agreement, and to exercise all voting, voting and corporate and other ownership (or other similar) rights with respect to the Pledged Securities; provided, however, that (i) the Proceeds of such cash dividends and payments shall be applied in accordance with the Credit Agreement, this Agreement or any other Loan Document and (ii) no vote shall be cast or corporate or other ownership (or other similar) right exercised or other action taken which which, in the Collateral Agent’s reasonable judgment, would materially impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Document. (b) If an Event of Default shall occur and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its rights pursuant to this Section 5.3(b): continuing: (i) all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Administrative Collateral Agent who shall thereupon upon notice to such Grantor have the sole right, but shall be under no obligation, to exercise or refrain from exercising such voting and other consensual rights; rights and (ii) the Administrative Collateral Agent shall have the right, without notice to any Grantor (where permitted by applicable law)Grantor, to transfer all or any portion of the Investment Property to its name or the name of its nominee or agent; and (iii) . In addition, the Administrative Collateral Agent shall have the rightright at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Property for certificates or instruments of smaller or larger denominations. In If an Event of Default has occurred and is continuing, in order to permit the Administrative Collateral Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Administrative Collateral Agent all proxies, dividend payment orders and other instruments as the Administrative Collateral Agent may from time to time reasonably request and each Grantor acknowledges that the Administrative Collateral Agent may utilize the power of attorney set forth herein. (c) Each Grantor hereby authorizes and instructs each issuer Issuer of any Pledged Securities pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Administrative Collateral Agent in writing that (Ax) states that an Event of Default has occurred and is continuing and (By) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each such issuer Issuer shall be fully protected in so complying, and (ii) upon any such instruction following the occurrence and during the continuance of an Event of Default, pay any dividends or other payments with respect to the Investment Property, including Pledged Securities, directly to the Administrative Collateral Agent.

Pledged Securities. (a) Unless After the occurrence of an Event of Default shall have occurred and be continuing and the Administrative Agent Default, if Lender shall have given notice of its intent to exercise such rights to the relevant Grantor of Obligor or Obligors, (i) Lender shall have the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 5.3(b), each Grantor shall be permitted right to receive any and all cash dividends dividends, payments or other proceeds paid in respect of the Pledged Equity Interests Securities and all payments made in respect of the Pledged Notes, make application thereof to the extent not prohibited by Obligations in the Credit Agreementorder set forth herein, and to (ii) Lender or its nominee may exercise (A) all voting, consensual, corporate and other ownership (or other similar) rights with respect pertaining to the Pledged Securities; providedSecurities at any meeting of shareholders, howeverpartners or members, that no vote shall be cast as the case may be, of the relevant issuers of Pledged Securities or corporate otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to the Pledged Securities as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other ownership (fundamental change in the corporate structure of any issuer of Pledged Securities, the right to deposit and deliver any and all of the Pledged Securities with any committee, depository, transfer agent, registrar or other similar) right exercised designated agency upon such terms and conditions as Lender may determine), all without liability except to account for Property actually received by it, but Lender shall have no duty to any Obligor to exercise any such right, privilege or other action taken which would materially impair the Collateral option and shall not be responsible for any failure to do so or which would be inconsistent with or result delay in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Documentso doing. (b) If an Event of Default shall occur and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its rights pursuant to this Section 5.3(b): (i) all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Administrative Agent who shall thereupon have the sole right, but shall be under no obligation, to exercise or refrain from exercising such voting and other consensual rights; (ii) the Administrative Agent shall have the right, without notice to any Grantor (where permitted by applicable law), to transfer all or any portion of the Investment Property to its name or the name of its nominee or agent; and (iii) the Administrative Agent shall have the right, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Property for certificates or instruments of smaller or larger denominations. In order to permit the Administrative Agent Lender to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder hereunder, (i) each Grantor Obligor shall promptly execute and deliver (or cause to be executed and delivered) to the Administrative Agent Lender all such proxies, dividend payment orders and other instruments as the Administrative Agent Lender may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, each Grantor acknowledges that Obligor hereby grants to Lender an irrevocable proxy to vote all or any part of the Administrative Agent may utilize Pledged Securities and to exercise all of the power rights, powers, privileges and remedies to which a holder of attorney set forth hereinthe Pledged Securities would be entitled, which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Securities on the record books of the issuer thereof) by any other Person (including the issuer of such Pledged Securities or any officer or agent thereof), after the occurrence of an Event of Default and which proxy shall only terminate upon the Full Payment of the Obligations. (c) Each Grantor Obligor hereby expressly authorizes and instructs each issuer of any Pledged Securities pledged hereunder by such Grantor hereunder Obligor to (i) comply with any instruction received by it from the Administrative Agent Lender in writing that (Aa) states that an Event of Default has occurred and is continuing and (Bb) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such GrantorObligor, and each Grantor Obligor agrees that each such issuer shall be fully protected in so complying, complying and (ii) upon any such instruction following the occurrence and during the continuance of an Event of Defaultunless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Investment Property, including Pledged Securities, Securities directly to the Administrative AgentLender.

Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given written notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 5.3(b6.3(b), each Grantor shall be permitted to receive all cash dividends dividends, interest, principal or other payments or distributions paid in respect of the Pledged Equity Interests and all payments or made in respect of the Pledged NotesSecurities, to the extent not prohibited by the Credit Agreement, and to exercise all voting, voting and corporate and or other ownership (or other similar) rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate or other ownership (or other similar) right exercised or other action taken which would materially reasonably be expected to impair in any material respect the value of the assets included in the Collateral or which would be inconsistent with or result in any violation of violate any provision of the Credit Agreement, this Agreement or any other Loan Document. (b) If an Event of Default shall occur and be continuing and the Administrative Agent shall have given written notice to the relevant Grantor Borrower of the Administrative Agent’s intent to exercise execute its rights pursuant to this Section 5.3(b6.3(b): (i) the Administrative Agent shall have the right to receive any and all dividends, interest, principal or other payments or distributions paid in respect to the Pledged Securities included in the Collateral and make application thereof to the Obligations in accordance with Section 6.5 hereof, (ii) all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Administrative Agent who which shall thereupon have the sole right, but shall be under no obligation, to exercise or refrain from exercising such voting and other consensual rights; (ii) the Administrative Agent shall have the right, without notice to any Grantor (where permitted by applicable law), to transfer all or any portion of the Investment Property to its name or the name of its nominee or agent; rights and (iii) the Administrative Agent shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Property included in the Collateral to its name or the name of its nominee or agent or the name of the applicable Grantor, endorsed or assigned in blank in favor of the Administrative Agent, and each Grantor will promptly following request give to the Administrative Agent copies of any notices or other communications received by it with respect to Pledged Securities included in the Collateral registered in the name of such Grantor. In addition, if an Event of Default has occurred and is continuing, the Administrative Agent shall have the right at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Property included in the Collateral for certificates or instruments of smaller or larger denominations. In order to permit the Administrative Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder if an Event of Default has occurred and is continuing each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Administrative Agent all proxies, dividend payment orders and other instruments as the Administrative Agent may from time to time reasonably request and each Grantor acknowledges that the Administrative Agent may utilize the power of attorney set forth herein. All dividends, interest, principal or other payments or distributions received by any Grantor contrary to the provisions of this Section 6.3(b) shall be held in trust for the benefit of the Administrative Agent, shall be segregated from other property or funds of such Grantor and shall be promptly delivered to the Administrative Agent upon demand in the same form as so received (with any necessary endorsement reasonably requested by the Administrative Agent). (c) Any notice given by the Administrative Agent to the Borrower or any other Grantor under this Section 6.3 (i) shall be given in writing, (ii) may be given with respect to one or more of the Grantors at the same or different times and (iii) may suspend the rights of the Grantors under paragraph (a) or (b) of this Section 6.3 in part without suspending all such rights (as specified by the Administrative Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Administrative Agent’s rights to give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing. (d) Each Grantor hereby authorizes and instructs each issuer Issuer of any Pledged Securities pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Administrative Agent in writing that (Ax) states that an Event of Default has occurred and is continuing and (By) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each such issuer Issuer shall be fully protected in so complying, and (ii) upon any such instruction following the occurrence and during the continuance of an Event of Defaultunless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Investment Property, including Pledged Securities, Securities directly to the Administrative Agent. The Administrative Agent acknowledges and agrees that the provisions of this Section 6.3(d) satisfy the requirements of Section 5.2(d) with respect to each Issuer that is a Grantor.

Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Collateral Agent shall have given notice to the relevant Grantor of the Administrative Collateral Agent’s intent to exercise its corresponding rights pursuant to Section 5.3(b5.1(b), each the Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Equity Interests and all payments made in respect of the Pledged Notes, to the extent not prohibited by the Credit Agreement, and to exercise all voting, voting and corporate and other ownership (or other similar) rights with respect to the Pledged Securities; provided, however, that no that, without the prior written consent of the Collateral Agent, the Grantor will not (i) vote shall be cast to enable, consent or corporate take any other action to permit, any Issuer (other than CQP) of the Pledged Equity Interests owned by it to issue any stock or other ownership (equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock or other similarequity securities of any nature of such Issuer, in each case, to any other person, (ii) enter into any agreement or undertaking restricting the right exercised or other action taken which would materially impair ability of it or the Collateral Agent to sell, assign or transfer any of such Pledged Equity Interests or proceeds thereof or (iii) otherwise take actions which would be materially inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Document. (b) If an Event of Default shall occur and be continuing and the Administrative Agent shall have given continuing: (i) upon written notice to the relevant Grantor of from the Administrative Collateral Agent’s intent to exercise its rights pursuant to this Section 5.3(b): (i) , all rights of each the Grantor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Administrative Collateral Agent who shall thereupon have the sole right, but shall be under no obligation, to exercise or refrain from exercising such voting and other consensual rights; rights and (ii) the Administrative Collateral Agent shall have the right, without notice to any Grantor (where permitted by applicable law)the Grantor, to transfer all or any portion of the Investment Property to its name or the name of its nominee or agent; and (iii) . In addition, the Administrative Collateral Agent shall have the rightright at any time, without notice to any the Grantor, to exchange any certificates or instruments representing any Investment Property for certificates or instruments of smaller or larger denominations. In order to permit the Administrative Collateral Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder each the Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Administrative Collateral Agent all proxies, dividend payment orders and other instruments as the Administrative Collateral Agent may from time to time reasonably request and each the Grantor acknowledges that the Administrative Collateral Agent may utilize the power of attorney set forth herein. (c) Each The Grantor hereby authorizes and instructs each issuer Issuer of any Pledged Securities pledged by such the Grantor hereunder to (i) comply with any instruction received by it from the Administrative Collateral Agent in writing that (Ax) states that an Event of Default has occurred and is continuing and (By) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such the Grantor, and each the Grantor agrees that each such issuer Issuer shall be fully protected in so complying, and (ii) upon any such instruction following the occurrence and during the continuance of an Event of Default, pay any dividends or other payments with respect to the Investment Property, including Pledged Securities, directly to the Administrative Collateral Agent.

Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 5.3(b)6.3(b) hereof, each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Equity Interests and all payments made in respect of the Pledged Notes, to the extent not unless prohibited by the Credit Agreement, and to exercise all voting, voting and corporate and other ownership (or other similar) rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate or other ownership (or other similar) right exercised or other action taken which would materially impair in any material respect the Collateral taken as a whole or which would be inconsistent with or result in any violation an Event of any provision of the Credit Agreement, this Agreement or any other Loan DocumentDefault. (b) If an Event of Default shall occur and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s its intent to exercise its rights pursuant to under this Section 5.3(b6.3(b): (i) all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Administrative Agent who shall thereupon have the sole right, but shall be under no obligation, to exercise or refrain from exercising such voting and other consensual rights; rights and (ii) the Administrative Agent shall have the right, without notice to any Grantor (where permitted by applicable law)Grantor, to transfer all or any portion of the Investment Property to its name or the name of its nominee or agent; . In addition, upon the occurrence and (iii) during the continuance of an Event of Default, the Administrative Agent shall have the rightright at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Property for certificates or instruments of smaller or larger denominations. In order to permit the Administrative Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Administrative Agent all proxies, dividend payment orders and other instruments as the Administrative Agent may from time to time reasonably request and each Grantor acknowledges that the Administrative Agent may utilize the power of attorney set forth herein. (c) Each Grantor hereby authorizes and instructs each issuer Issuer of any Pledged Securities pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Administrative Agent in writing that (Ax) states that an Event of Default has occurred and is continuing and (By) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each such issuer Issuer shall be fully protected in so complying, and (ii) upon any such instruction following the occurrence and during the continuance of an Event of Defaultunless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Investment Property, including Pledged Securities, Securities directly to the Administrative Agent.

Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given written notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 5.3(b6.2(b) (which notice shall be deemed to have been given immediately upon the occurrence of an Event of Default under Section 7.1(g) of (h) of the Credit Agreement), each Grantor shall be permitted to (i) receive all cash dividends dividends, interest, principal or other payments or distributions paid in respect of the Pledged Equity Interests and all payments or made in respect of the Pledged NotesSecurities, to the extent not prohibited by the Credit Agreement; provided, however, that that any noncash dividends, interest, principal or other distributions that would constitute Pledged Capital Stock or Pledged Debt Securities, whether resulting from a subdivision, combination or reclassification of the outstanding equity interests of the issuer of any Pledged Securities or received in exchange for Pledged Securities or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Collateral, and, if received by such Grantor, shall not be commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, shall be held for the ratable benefit of the Secured Parties and shall be forthwith delivered to the Administrative Agent in the same form as so received (with any necessary endorsement or instrument of assignment), and to (ii) exercise all voting, voting and corporate and or other ownership (or other similar) rights with respect to the Pledged Securities; provided, however, that no vote Grantor shall in any event exercise such rights in any manner that would reasonably be cast or corporate or other ownership expected to have a Material Adverse Effect. Unless an Event of Default shall have occurred and be continuing, the Administrative Agent shall, upon written request of the relevant Grantor and at the relevant Grantor’s sole cost and expense, execute and deliver (or cause to be executed and delivered) to such Grantor all proxies and other similar) right exercised or instruments as such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and other action taken which would materially impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, rights that it is entitled to exercise pursuant to this Agreement or any other Loan DocumentSection 6.2. (b) If an Event of Default shall occur and be continuing and the Administrative Agent shall have given written notice to the relevant Grantor or Grantors of the Administrative Agent’s intent to exercise execute its rights pursuant to this Section 5.3(b6.2(b) (which notice shall be deemed to have been given immediately and timely upon the occurrence of an Event of Default under Section 7.1(g) or (h) of the Credit Agreement): (i) the Administrative Agent shall have the right to receive any and all dividends, interest, principal or other payments or distributions paid in respect to the Pledged Securities included in the Collateral and hold the proceeds thereof in the Collateral Account or make application thereof to the Obligations in accordance with Section 6.4, (ii) all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Administrative Agent who which shall thereupon have the sole right, but shall be under no obligation, to exercise or refrain from exercising such voting and other consensual rights; (ii) the Administrative Agent shall have the right, without notice to any Grantor (where permitted by applicable law), to transfer all or any portion of the Investment Property to its name or the name of its nominee or agent; rights and (iii) the Administrative Agent shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Property included in the Collateral to its name or the name of its nominee or agent or the name of the applicable Grantor, endorsed or assigned in blank in favor of the Administrative Agent, and each Grantor will, upon request, promptly give to the Administrative Agent copies of any notices or other communications received by it with respect to Pledged Securities included in the Collateral registered in the name of such Grantor. In addition, if an Event of Default has occurred and is continuing, the Administrative Agent shall have the right at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Property included in the Collateral for certificates or instruments of smaller or larger denominations. In order to permit the Administrative Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder if an Event of Default has occurred and is continuing each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Administrative Agent all proxies, dividend payment orders and other instruments as the Administrative Agent may from time to time reasonably request and each Grantor acknowledges that the Administrative Agent may utilize the power of attorney set forth herein. All dividends, interest, principal or other payments or distributions received by any Grantor contrary to the provisions of this Section 6.2(b) shall be held for the benefit of the Administrative Agent, shall be segregated from other property or funds of such Grantor and shall be promptly delivered to the Administrative Agent promptly following demand in the same form as so received (with any necessary endorsement reasonably requested by the Administrative Agent). (c) Any notice given by the Administrative Agent to the Borrower or any other Grantor under this Section 6.2 (i) may be given by telephone if promptly confirmed in writing, (ii) may be given with respect to one or more of the Grantors at the same or different times and (iii) may suspend the rights of the Grantors under paragraph (a) or (b) of this Section 6.2 in part without suspending all such rights (as specified by the Administrative Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Administrative Agent’s rights to give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing. (d) Each Grantor hereby authorizes and instructs each issuer Issuer of any Pledged Securities pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Administrative Agent in writing that (Ax) states that an Event of Default has occurred and is continuing and (By) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each such issuer Issuer shall be fully protected in so complying, and (ii) upon any such instruction following the occurrence and during the continuance of an Event of Defaultunless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Investment Property, including Pledged Securities, Securities directly to the Administrative Agent.

Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given written notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 5.3(b6.2(b) (which notice shall be deemed to have been given immediately upon the occurrence of an Event of Default under Section 9(f) or (g) of the Credit Agreement), each Grantor shall shall, subject to the terms of any Senior Pari Passu Intercreditor Agreement in place at the time, be permitted to (i) receive all cash dividends dividends, interest, principal or other payments or distributions paid in respect of the Pledged Equity Interests and all payments or made in respect of the Pledged NotesSecurities, to the extent not prohibited by the Credit Agreement; provided, however, that any noncash dividends, interest, principal or other distributions that would constitute Pledged Capital Stock or Pledged Debt Securities, whether resulting from a subdivision, combination or reclassification of the outstanding equity interests of the issuer of any Pledged Securities or received in exchange for Pledged Securities or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Collateral, and, if received by such Grantor, shall not be commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, shall be held for the ratable benefit of the Secured Parties and shall, subject to the terms of any Senior Pari Passu Intercreditor Agreement in place at the time, be forthwith delivered to the Administrative Agent in the same form as so received (with any necessary endorsement or instrument of assignment), and to (ii) exercise all voting, voting and corporate and or other ownership (or other similar) rights with respect to the Pledged Securities; provided, however, that no vote Grantor shall in any event exercise such rights in any manner that would reasonably be cast or corporate or other ownership expected to have a Material Adverse Effect. Unless an Event of Default shall have occurred and be continuing, the Administrative Agent shall, upon written request of the relevant Grantor and at the relevant Grantor’s sole cost and expense, execute and deliver (or cause to be executed and delivered) to such Grantor all proxies and other similar) right exercised or instruments as such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and other action taken which would materially impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, rights that it is entitled to exercise pursuant to this Agreement or any other Loan DocumentSection 6.2. (b) If Subject to the terms of any Senior Pari Passu Intercreditor Agreement in place at the time, if an Event of Default shall occur and be continuing and the Administrative Agent shall have given written notice to the relevant Grantor or Grantors of the Administrative Agent’s intent to exercise execute its rights pursuant to this Section 5.3(b6.2(b) (which notice shall be deemed to have been given immediately and timely upon the occurrence of an Event of Default under Section 9.1(f) or 9.1(g) of the Credit Agreement): (i) the Administrative Agent shall have the right to receive any and all dividends, interest, principal or other payments or distributions paid in respect to the Pledged Securities included in the Collateral and hold the proceeds thereof in the Collateral Account or make application thereof to the Obligations in accordance with Section 6.4, (ii) all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Administrative Agent who which shall thereupon have the sole right, but shall be under no obligation, to exercise or refrain from exercising such voting and other consensual rights; (ii) the Administrative Agent shall have the right, without notice to any Grantor (where permitted by applicable law), to transfer all or any portion of the Investment Property to its name or the name of its nominee or agent; rights and (iii) the Administrative Agent shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Property included in the Collateral to its name or the name of its nominee or agent or the name of the applicable Grantor, endorsed or assigned in blank in favor of the Administrative Agent, and each Grantor will, upon request, promptly give to the Administrative Agent copies of any notices or other communications received by it with respect to Pledged Securities included in the Collateral registered in the name of such Grantor. In addition, subject to the terms of any Senior Pari Passu Intercreditor Agreement in place at the time, if an Event of Default has occurred and is continuing, the Administrative Agent shall have the right at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Property included in the Collateral for certificates or instruments of smaller or larger denominations. In order to permit the Administrative Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder if an Event of Default has occurred and is continuing each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Administrative Agent all proxies, dividend payment orders and other instruments as the Administrative Agent may from time to time reasonably request and each Grantor acknowledges that the Administrative Agent may utilize the power of attorney set forth herein. All dividends, interest, principal or other payments or distributions received by any Grantor contrary to the provisions of this Section 6.2(b) shall be held for the benefit of the Administrative Agent, shall be segregated from other property or funds of such Grantor and shall be promptly delivered to the Administrative Agent promptly following demand in the same form as so received (with any necessary endorsement reasonably requested by the Administrative Agent). (c) Each Any notice given by the Administrative Agent to the Borrower or any other Grantor under this Section 6.2 (i) may be given by telephone if promptly confirmed in writing, (ii) may be given with respect to one or more of the Grantors at the same or different times and (iii) may suspend the rights of the Grantors under paragraph (a) or (b) of this Section 6.2 in part without suspending all such rights (as specified by the Administrative Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Administrative Agent’s rights to give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing. (d) Subject to the terms of any Senior Pari Passu Intercreditor Agreement in place at the time, each Grantor hereby authorizes and instructs each issuer Issuer of any Pledged Securities pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Administrative Agent in writing that (Ax) states that an Event of Default has occurred and is continuing and (By) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each such issuer Issuer shall be fully protected in so complying, and (ii) upon any such instruction following the occurrence and during the continuance of an Event of Defaultunless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Investment Property, including Pledged Securities, Securities directly to the Administrative Agent.

Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s 's intent to exercise its corresponding rights pursuant to Section 5.3(b6.3(b), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Equity Interests Capital Stock and all payments made in respect of the Pledged Notes, in each case paid in the normal course of business of the relevant Issuer and consistent with past practice, to the extent not prohibited by permitted in the Credit Agreement, and to exercise all voting, voting and corporate and other ownership (or other similar) rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate or other ownership (or other similar) right exercised or other action taken which which, in the Administrative Agent's reasonable judgment, would materially impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Document. (b) If an Event of Default shall occur and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its rights pursuant to this Section 5.3(b): continuing: (i) all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Administrative Agent who shall thereupon have the sole right, but shall be under no obligation, to exercise or refrain from exercising such voting and other consensual rights; rights and (ii) the Administrative Agent shall have the right, without notice to any Grantor (where permitted by applicable law)Grantor, to transfer all or any portion of the Investment Property to its name or the name of its nominee or agent; and (iii) . In addition, the Administrative Agent shall have the rightright at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations. In order to permit the Administrative Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Administrative Agent all proxies, dividend payment orders and other instruments as the Administrative Agent may from time to time reasonably request and each EACH Grantor acknowledges that the Administrative Agent may utilize the power of attorney set forth herein. (c) Each Grantor hereby authorizes and instructs each issuer Issuer of any Pledged Securities pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Administrative Agent in writing that (Ax) states that an Event of Default has occurred and is continuing and (By) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each such issuer Issuer shall be fully protected in so complying, and (ii) upon any such instruction following the occurrence and during the continuance of an Event of Defaultunless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Investment Property, including Pledged Securities, Securities directly to the Administrative Agent.

Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor Pledgor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 5.3(b6.02(c), each Grantor Pledgor shall be permitted to receive all cash dividends paid in respect of the Pledged Equity Interests and all payments made Securities paid in respect the normal course of business of the Pledged Notesrelevant Issuer (other than liquidating or distributing dividends), to the extent not prohibited by permitted in the Credit Loan Agreement. Subject to the Intercreditor Agreement, any sums paid upon or in respect of any Pledged Securities upon the liquidation or dissolution of any Issuer, any distribution of capital made on or in respect of any Pledged Securities or any property distributed upon or with respect to any Pledged Securities pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof shall, unless otherwise subject to a perfected security interest in favor of the Administrative Agent, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations. If any sum of money or property so paid or distributed in respect of any Pledged Securities shall be received by such Pledgor, such Pledgor shall, until such money or property is paid or delivered to the Administrative Agent or the Senior Revolving Administrative Agent, hold such money or property in trust for the Administrative Agent, segregated from other funds of such Pledgor, as additional security for the Obligations. (b) Unless an Event of Default shall have occurred and be continuing and the and the Administrative Agent shall have given notice to the relevant Pledgor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 6.02(c), each Pledgor shall be entitled to exercise all voting, corporate consent and other ownership (corporate, partnership or other similar) limited liability rights with respect to the Pledged Securities; provided, however, that no vote shall be cast cast, consent given or corporate or other ownership (or other similar) right exercised or other action taken which by such Pledgor that would materially impair the Collateral or which would Collateral, be inconsistent with or result in any violation of any provision of the Credit Loan Agreement, this Agreement or any other Loan DocumentDocument or, without the prior consent of the Administrative Agent and the Lenders, enable or permit any Issuer to issue any Equity Interest or to issue any other securities convertible into or granting the right to purchase or exchange for any Equity Interest of any Issuer other than as permitted by the Loan Agreement. (bc) If Upon the occurrence and during the continuance of an Event of Default shall occur and be continuing and Default, upon notice by the Administrative Agent shall have given notice of its intent to exercise such rights to the relevant Grantor of Pledgor or Pledgors, and subject in all respects to the Administrative Agent’s intent to exercise its rights pursuant to this Section 5.3(b): Intercreditor Agreement, (i) all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Administrative Agent who shall thereupon have the sole right, but shall be under no obligation, to exercise or refrain from exercising such voting and other consensual rights; (ii) the Administrative Agent shall have the rightright to receive any and all cash dividends, without notice to any Grantor (where permitted by applicable law)payments, to transfer all Property or any portion other Proceeds paid in respect of the Investment Property Pledged Securities and make application thereof to its name the Borrower Obligations in accordance with Section 10.02(c) of the Loan Agreement, and (ii) any or all of the Pledged Securities shall be registered in the name of the Administrative Agent or its nominee or agent; nominee, and (iii) the Administrative Agent or its nominee may exercise (A) all voting, consent, corporate, partnership or limited liability and other rights pertaining to such Pledged Securities at any meeting of shareholders, partners or members (or other equivalent body), as the case may be, of the relevant Issuer or Issuers or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the organizational structure of any Issuer, or upon the exercise by any Pledgor or the Administrative Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities 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 the no duty to any Pledgor to exercise any such right, without notice privilege or option and shall not be responsible for any failure to any Grantordo so or delay in so doing. (d) Upon the occurrence and during the continuance of an Event of Default and subject in all respects to the Intercreditor Agreement, to exchange any certificates or instruments representing any Investment Property for certificates or instruments of smaller or larger denominations. In in order to permit the Administrative Agent to exercise the voting and other consensual rights which that it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which that it may be entitled to receive hereunder hereunder, (i) each Grantor Pledgor shall promptly execute and deliver (or cause to be executed and delivered) to the Administrative Agent all such proxies, dividend payment orders and other instruments as the Administrative Agent may from time to time reasonably request and each Grantor acknowledges that (ii) without limiting the effect of clause (i) above, such Pledgor hereby grants to the Administrative Agent an irrevocable proxy to vote all or any part of the Pledged Securities and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Securities would be entitled (including giving or withholding written consents of shareholders, partners or members, as the case may utilize be, calling special meetings of shareholders, partners or members, as the power case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of attorney set forth hereinany action (including any transfer of any Pledged Securities on the record books of the Issuer thereof) by any other Person (including such Issuer or any officer or agent thereof). (ce) Each Grantor Subject to the Intercreditor Agreement, each Pledgor hereby authorizes and instructs each issuer Issuer of any Pledged Securities pledged by such Grantor Pledgor hereunder to (i) comply with any instruction received by it from the Administrative Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such GrantorPledgor, and each Grantor Pledgor agrees that each such issuer Issuer shall be fully protected in so complying, and (ii) upon unless otherwise expressly permitted hereby, pay any such instruction following dividends or other payments with respect to the Pledged Securities directly to the Administrative Agent. (f) Upon the occurrence and during the continuance of an Event of Default, pay if the Issuer of any dividends Pledged Securities is the subject of bankruptcy, insolvency, receivership, custodianship or other payments proceedings under the supervision of any Governmental Authority, then all rights of the Pledgor in respect thereof to exercise the voting and other consensual rights which such Pledgor would otherwise be entitled to exercise with respect to the Investment PropertyPledged Securities issued by such Issuer shall cease, including Pledged Securitiesand all such rights shall, directly subject to the Intercreditor Agreement, thereupon become vested in the Administrative AgentAgent who shall thereupon have the sole right to exercise such voting and other consensual rights, but the Administrative Agent shall have no duty to exercise any such voting or other consensual rights and shall not be responsible for any failure to do so or delay in so doing.

Pledged Securities. (a) Unless an Event Where the Seller is unable to deliver the certificates or instruments representing the Purchased Securities because the Purchased Securities have been pledged as security for bona fide indebtedness of Default shall have occurred and be continuing and the Administrative Agent shall have given notice Seller, the Purchaser may, instead of paying the amount of the Purchase Price into a special bank account as provided in Section 4.12(d), pay all or a portion of the Purchase Price to the relevant Grantor credit of the Administrative Agent’s intent Seller to exercise its corresponding rights pursuant discharge the indebtedness secured thereby and to Section 5.3(b), each Grantor shall be permitted to receive all cash dividends paid in respect obtain a release of the Pledged Equity Interests and all payments made in respect relevant security interest. Any such payment by the Purchaser shall constitute a complete discharge of the Pledged Notes, Purchaser's obligation to pay to the extent not prohibited by Seller all or the Credit Agreementrelevant portion, and to exercise all votingas the case may be, corporate and other ownership (or other similar) rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate or other ownership (or other similar) right exercised or other action taken which would materially impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Document. (b) Purchase Price. If an Event of Default shall occur and be continuing and the Administrative Agent shall have given notice to the relevant Grantor Purchaser pays only a portion of the Administrative Agent’s intent Purchase Price to exercise its rights a creditor of the Seller pursuant to this Section 5.3(b): (i) all rights of each Grantor to exercise or refrain from exercising 4.12(g), the voting and other consensual rights which it would otherwise Purchaser shall be entitled to exercise deposit an amount equal to the balance of the Purchase Price into a special bank account in accordance with the provisions of Section 4.12(d) and the provisions of Section 4.12(d) shall apply, mutatis mutandis, to the portion of the Purchase Price so deposited. If, following any payment by the Purchaser to a creditor of the Seller pursuant hereto to this Section 4.12(g), the balance, if any, of the Purchase Price is either paid to the Seller or deposited in a special bank account as provided in Section 4.10(d), then, from and after the date of the last to occur of such payment and such deposit, and even though the certificates or instruments representing the Purchased Securities may not have been delivered to the Purchaser, the purchase and sale of the Purchased Securities shall cease be deemed to have been fully completed and all such rights right, title, benefit and interest, both at law and in equity, in and to the Purchased Securities shall thereupon be conclusively deemed to have been transferred and assigned to and become vested in the Administrative Agent who shall thereupon have the sole Purchaser and all right, but shall be under no obligationtitle, to exercise benefit and interest, both at law and in equity, of the Seller or refrain from exercising such voting and other consensual rights; (ii) the Administrative Agent shall have the rightof any transferee, without notice to any Grantor (where permitted by applicable law), to transfer all assignee or any portion of other person claiming any interest, legal or equitable, therein or thereto through the Investment Property to its name or the name of its nominee or agent; and (iii) the Administrative Agent Seller shall have the right, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Property for certificates or instruments of smaller or larger denominations. In order to permit the Administrative Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Administrative Agent all proxies, dividend payment orders and other instruments as the Administrative Agent may from time to time reasonably request and each Grantor acknowledges that the Administrative Agent may utilize the power of attorney set forth hereincease. (c) Each Grantor hereby authorizes and instructs each issuer of any Pledged Securities pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Administrative Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each such issuer shall be fully protected in so complying, and (ii) upon any such instruction following the occurrence and during the continuance of an Event of Default, pay any dividends or other payments with respect to the Investment Property, including Pledged Securities, directly to the Administrative Agent.

Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 5.3(b6.3(b), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Equity Interests and all payments made in respect of the Pledged Notes, in each case paid in the normal course of business of the relevant Issuer and consistent with past practice, to the extent not prohibited by permitted in the Credit Agreement, and to exercise all voting, voting and corporate and other ownership (or other similar) rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate or other ownership (or other similar) right exercised or other action taken which which, in the Administrative Agent’s reasonable judgment, would materially impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Document. (b) If an Event of Default shall occur and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its rights pursuant to this Section 5.3(b): continuing: (i) all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Administrative Agent who shall thereupon have the sole right, but shall be under no obligation, to exercise or refrain from exercising such voting and other consensual rights; rights and (ii) the Administrative Agent shall have the right, without notice to any Grantor (where permitted by applicable law)Grantor, to transfer all or any portion of the Investment Property to its name or the name of its nominee or agent; and (iii) . In addition, the Administrative Agent shall have the rightright at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Property for certificates or instruments of smaller or larger denominations. In order to permit the Administrative Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Administrative Agent all proxies, dividend payment orders and other instruments as the Administrative Agent may from time to time reasonably request and each Grantor acknowledges that the Administrative Agent may utilize the power of attorney set forth herein. (c) Each Grantor hereby authorizes and instructs each issuer Issuer of any Pledged Securities pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Administrative Agent in writing that (Ax) states that an Event of Default has occurred and is continuing and (By) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each such issuer Issuer shall be fully protected in so complying, and (ii) upon any such instruction following the occurrence and during the continuance of an Event of Defaultunless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Investment Property, including Pledged Securities, Securities directly to the Administrative Agent.

Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 5.3(b6.3(b), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Equity Interests and all payments made in respect of the Pledged Notes, in each case paid in the normal course of business of the relevant Issuer or consistent with past practice, to the extent not prohibited by permitted in the Second Lien Credit Agreement, and to exercise all voting, voting and corporate and other ownership (or other similar) rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate or other ownership (or other similar) right exercised or other action taken which which, in the Administrative Agent’s reasonable judgment, would materially impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Second Lien Credit Agreement, this Agreement or any other Loan Document. (b) If an Event of Default shall occur has occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its rights pursuant to this Section 5.3(b): is continuing: (i) all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the First Lien Administrative Agent or the Administrative Agent, as applicable in accordance with the Second Lien Intercreditor Agreement, who shall thereupon have the sole right, but shall be under no obligation, to exercise or refrain from exercising such voting and other consensual rights; rights and (ii) the First Lien Administrative Agent or the Administrative Agent, as applicable in accordance with the Second Lien Intercreditor Agreement, shall have the right, without upon five days’ prior notice to any Grantor (where permitted by applicable law)Grantor, to transfer all or any portion of the Investment Property to its name or the name of its nominee or agent; and (iii) . In addition, the Administrative Agent shall have the rightright at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Property for certificates or instruments of smaller or larger denominations. In order to permit the Administrative Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Administrative Agent all proxies, dividend payment orders and other instruments as the Administrative Agent may from time to time reasonably request and each Grantor acknowledges that the Administrative Agent may utilize the power of attorney set forth herein. (c) Each Grantor hereby authorizes and instructs each issuer Issuer of any Pledged Securities pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Administrative Agent in writing that (Ax) states that an Event of Default has occurred and is continuing and (By) is otherwise in accordance with the terms of this Agreement and the Second Lien Intercreditor Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each such issuer Issuer shall be fully protected in so complying, and (ii) upon any such instruction following the occurrence and during the continuance of an Event of Default, pay any dividends or other payments with respect to the Investment Property, including Pledged Securities, directly to the Administrative Agent.and

Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s 's intent to exercise its corresponding rights pursuant to Section 5.3(b6.3(b), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Equity Interests and all payments made in respect of the Pledged Notes, in each case paid in the normal course of business of the relevant Issuer and consistent with past practice, to the extent not prohibited by permitted in the Credit Agreement, and to exercise all voting, voting and corporate and other ownership (or other similar) rights with respect to the Pledged SecuritiesSecurities not inconsistent with the purposes of this Agreement; provided, however, that no vote shall be cast or corporate or other ownership (or other similar) right exercised or other action taken which which, in the Administrative Agent's reasonable judgment, would materially impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Document. (b) If an Event of Default shall occur and be continuing and the Administrative Agent shall have given give notice of its intent to invoke the provisions of this Section 6.3(b) to the relevant Grantor of the Administrative Agent’s intent to exercise its rights pursuant to this Section 5.3(bGrantor(s): (i) all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Administrative Agent who shall thereupon have the sole right, but shall be under no obligation, to exercise or refrain from exercising such voting and other consensual rights; rights and (ii) the Administrative Agent shall have the right, without notice to any Grantor (where permitted by applicable law), right to transfer all or any portion of the Investment Property to its name or the name of its nominee or agent; and (iii) . In addition, the Administrative Agent shall have the right, without notice to right at any Grantor, time to exchange any certificates or instruments representing any Investment Property for certificates or instruments of smaller or larger denominations. In order to permit the Administrative Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Administrative Agent all proxies, dividend payment orders and other instruments as the Administrative Agent may from time to time reasonably request and each Grantor acknowledges that the Administrative Agent may utilize the power of attorney set forth herein. (c) Each Grantor hereby authorizes and instructs each issuer Issuer of any Pledged Securities pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Administrative Agent in writing that (Ax) states that an Event of Default has occurred and is continuing and (By) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each such issuer Issuer shall be fully protected in so complying, and (ii) upon any such instruction following the occurrence and during the continuance of an Event of Defaultunless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Investment Property, including Pledged Securities, Securities directly to the Administrative Agent.

Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Collateral Agent shall have given notice to the relevant Grantor of the Administrative Collateral Agent’s intent to exercise its corresponding rights pursuant to Section 5.3(b), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Equity Interests and all payments made in respect of the Pledged Notes, in each case paid in the normal course of business of the relevant Issuer and consistent with past practice, to the extent not prohibited by permitted in the Credit Agreement9.75% Indenture Documents and any Additional Secured Debt Documents, and to exercise all voting, voting and corporate and other ownership (or other similar) rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate or other ownership (or other similar) right exercised or other action taken which would materially impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit this Agreement, this Agreement any other 9.75% Indenture Documents or any other Loan DocumentAdditional Secured Debt Documents. (b) If an Event of Default shall occur and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its rights pursuant to this Section 5.3(b): continuing: (i) all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Administrative Collateral Agent who shall thereupon have the sole right, but shall be under no obligation, to exercise or refrain from exercising such voting and other consensual rights; rights and (ii) the Administrative Collateral Agent shall have the right, without notice to any Grantor (where permitted by applicable law)Grantor, to transfer all or any portion of the Investment Property to its name or the name of its nominee or agent; and (iii) . In addition, the Administrative Collateral Agent shall have the rightright at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Property for certificates or instruments of smaller or larger denominations. In order to permit the Administrative Collateral Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Administrative Collateral Agent all proxies, dividend payment orders and other instruments as the Administrative Collateral Agent may from time to time reasonably request and each Grantor acknowledges that the Administrative Collateral Agent may utilize the power of attorney set forth herein. (c) Each Grantor hereby authorizes and instructs each issuer Issuer of any Pledged Securities pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Administrative Collateral Agent in writing that (Ax) states that an Event of Default has occurred and is continuing and (By) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each such issuer Issuer shall be fully protected in so complying, and (ii) upon any such instruction following the occurrence and during the continuance of unless otherwise expressly permitted hereby, if an Event of DefaultDefault shall have occurred and be continuing, pay any dividends or other payments with respect to the Investment Property, including Pledged Securities, Securities directly to the Administrative Collateral Agent.

Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Collateral Agent shall have given written notice to the relevant Grantor of the Administrative Collateral Agent’s intent to exercise its corresponding rights pursuant to Section 5.3(b6.3(b), each Grantor shall be permitted to receive all cash dividends dividends, interest, principal or other payments or distributions paid in respect of the Pledged Equity Interests and all payments or made in respect of the Pledged NotesSecurities, to the extent not prohibited by the Credit Agreement, and to exercise all voting, voting and corporate and or other ownership (or other similar) rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate or other ownership (or other similar) right exercised or other action taken which would materially reasonably be expected to impair in any material respect the value of the assets included in the Collateral or which would be inconsistent with or result in any violation of violate any provision of the Credit Agreement, this Agreement or any other Loan Document. (b) If an Event of Default shall occur and be continuing and the Administrative Collateral Agent shall have given written notice to the relevant Grantor Borrower of the Administrative Collateral Agent’s intent to exercise execute its rights pursuant to this Section 5.3(b6.3(b): (i) the Collateral Agent shall have the right to receive any and all dividends, interest, principal or other payments or distributions paid in respect to the Pledged Securities included in the Collateral and make application thereof to the Obligations in accordance with Section 6.5 hereof, (ii) all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Administrative Collateral Agent who which shall thereupon have the sole right, but shall be under no obligation, to exercise or refrain from exercising such voting and other consensual rights; rights and (iiiii) the Administrative Collateral Agent shall have the right, without notice to any Grantor (where permitted by applicable law)Grantor, to transfer all or any portion of the Investment Property included in the Collateral to its name or the name of its nominee or agent; agent or the name of the applicable Grantor, endorsed or assigned in blank in favor of the Collateral Agent, and (iii) each Grantor will promptly following request give to the Administrative Collateral Agent copies of any notices or other communications received by it with respect to Pledged Securities included in the Collateral registered in the name of such Grantor. In addition, if an Event of Default has occurred and is continuing, the Collateral Agent shall have the rightright at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Property included in the Collateral for certificates or instruments of smaller or larger denominations. In order to permit the Administrative Collateral Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder if an Event of Default has occurred and is continuing each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Administrative Collateral Agent all proxies, dividend payment orders and other instruments as the Administrative Collateral Agent may from time to time reasonably request and each Grantor acknowledges that the Administrative Collateral Agent may utilize the power of attorney set forth herein. All dividends, interest, principal or other payments or distributions received by any Grantor contrary to the provisions of this Section 6.3(b) shall be held in trust for the benefit of the Collateral Agent, shall be segregated from other property or funds of such Grantor and shall be promptly delivered to the Collateral Agent upon demand in the same form as so received (with any necessary endorsement reasonably requested by the Collateral Agent). (c) Any notice given by the Collateral Agent to the Borrower or any other Grantor under this Section 6.3 (i) shall be given in writing, (ii) may be given with respect to one or more of the Grantors at the same or different times and (iii) may suspend the rights of the Grantors under paragraph (a) or (b) of this Section 6.3 in part without suspending all such rights (as specified by the Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Collateral Agent’s rights to give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing. (d) Each Grantor hereby authorizes and instructs each issuer Issuer of any Pledged Securities pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Administrative Collateral Agent in writing that (Ax) states that an Event of Default has occurred and is continuing and (By) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each such issuer Issuer shall be fully protected in so complying, and (ii) upon any unless otherwise expressly permitted hereby, if the Collateral Agent notifies such instruction following the occurrence and during the continuance of Issuer in writing that an Event of DefaultDefault has occurred and is continuing, pay any dividends or other payments with respect to the Investment Property, including Pledged Securities, Securities directly to the Administrative Collateral Agent.

Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s 's intent to exercise its corresponding rights pursuant to Section 5.3(b6.3(b), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Equity Interests and all payments made in respect of the Pledged Notes, in each case paid in the normal course of business of the relevant Issuer and consistent with past practice, to the extent not prohibited by permitted in the Credit Agreement, and to exercise all voting, voting and corporate and other ownership (or other similar) rights with respect to the Pledged SecuritiesSecurities not inconsistent with the purposes of this Agreement; provided, however, that no vote shall be cast or corporate or other ownership (or other similar) right exercised or other action taken which which, in the Administrative Agent's reasonable judgment, would materially impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Document. (b) If an Event of Default shall occur and be continuing and the Administrative Agent shall have given give notice of its intent to invoke the provisions of this Section 6.3(b) to the relevant Grantor of the Administrative Agent’s intent to exercise its rights pursuant to this Section 5.3(b): Grantor(s): (i) all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Administrative Agent who shall thereupon have the sole right, but shall be under no obligation, to exercise or refrain from exercising such voting and other consensual rights; rights and (ii) the Administrative Agent shall have the right, without notice to any Grantor (where permitted by applicable law), right to transfer all or any portion of the Investment Property to its name or the name of its nominee or agent; and (iii) . In addition, the Administrative Agent shall have the right, without notice to right at any Grantor, time to exchange any certificates or instruments representing any Investment Property for certificates or instruments of smaller or larger denominations. In order to permit the Administrative Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Administrative Agent all proxies, dividend payment orders and other instruments as the Administrative Agent may from time to time reasonably request and each Grantor acknowledges that the Administrative Agent may utilize the power of attorney set forth herein. (c) Each Grantor hereby authorizes and instructs each issuer Issuer of any Pledged Securities pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Administrative Agent in writing that (Ax) states that an Event of Default has occurred and is continuing and (By) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each such issuer Issuer shall be fully protected in so complying, and (ii) upon any such instruction following the occurrence and during the continuance of an Event of Defaultunless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Investment Property, including Pledged Securities, Securities directly to the Administrative Agent.

Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given written notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 5.3(b)6.2(b) (which notice shall be deemed to have been given immediately upon the occurrence of an Event of Default under Section 7.1(f) of the Credit Agreement other than to the extent such right is waived or revoked in writing by the Required Lenders) and in accordance with the last paragraph of Section 7.1 of the Credit Agreement, each Grantor shall be permitted to (i) receive all cash dividends dividends, interest, principal or other payments or distributions paid in respect of the Pledged Equity Interests and all payments or made in respect of the Pledged NotesSecurities, to the extent not prohibited by the Credit Agreement; provided, however, that any noncash dividends, interest, principal or other distributions that would constitute Pledged Capital Stock or Pledged Debt Securities, whether resulting from a subdivision, combination or reclassification of the outstanding equity interests of the issuer of any Pledged Securities or received in exchange for Pledged Securities or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Collateral, and, if received by any Grantor, shall not be commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, shall be held for the benefit of the Secured Parties and shall be forthwith delivered to the Agent in the same form as so received (with any necessary endorsement or instrument of assignment), and to (ii) exercise all voting, voting and corporate and or other ownership (or other similar) rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate or other ownership (or other similar) right exercised or other action taken which would reasonably be expected to materially impair and adversely affect the Collateral rights inuring to a holder of any Pledged Securities or the rights and remedies of the Agent or the other Secured Parties under this Agreement or any other Loan Document or the ability of the Secured Parties to exercise the same or which would be inconsistent with or result in any violation of violate any provision of the Credit Agreement, this Agreement or any other Loan Document. (b) If an Event of Default shall occur and be continuing and the Administrative Agent shall have given written notice to Holdings and the relevant Grantor Grantor(s) of the Administrative Agent’s intent to exercise execute its rights pursuant to this Section 5.3(b): 6.2(b) (which notice shall be deemed to have been given immediately upon the occurrence of an Event of Default under Section 7.1(f) of the Credit Agreement other than to the extent such right is waived or revoked in writing by the Required Lenders) and in accordance with the last paragraph of Section 7.1 of the Credit Agreement: (i) the Agent shall have the right to receive any and all dividends, interest, principal or other payments or distributions paid in respect to the Pledged Securities included in the Collateral and make application thereof to the Obligations in accordance with Section 6.4, (ii) all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Administrative Agent who which shall thereupon have the sole right, but shall be under no obligation, to exercise or refrain from exercising such voting and other consensual rights; rights and (iiiii) the Administrative Agent shall have the right, without notice to any Grantor (where permitted by applicable law)Grantor, to transfer all or any portion of the Investment Property included in the Collateral to its name or the name of its nominee or agent; agent or the name of the applicable Grantor, endorsed or assigned in blank in favor of the Agent, and (iii) each Grantor will, upon request, promptly give to the Administrative Agent copies of any notices or other communications received by it with respect to Pledged Securities included in the Collateral registered in the name of such Grantor. In addition, if an Event of Default has occurred and is continuing, the Agent shall have the rightright at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Property included in the Collateral for certificates or instruments of smaller or larger denominations. In order to permit the Administrative Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder if an Event of Default has occurred and is continuing, each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Administrative Agent all proxies, dividend payment orders and other instruments as the Administrative Agent may from time to time reasonably request request, and each Grantor acknowledges that the Administrative Agent may utilize the power of attorney set forth herein. All dividends, interest, principal or other payments or distributions received by any Grantor contrary to the provisions of this Section 6.2(b) shall be held for the benefit of the Agent, shall be segregated from other property or funds of such Grantor and shall be promptly delivered to the Agent promptly following demand in the same form as so received (with any necessary endorsement reasonably requested by the Agent). (c) Any notice given by the Agent to Holdings or any other Grantor under this Section 6.2 (i) may be given by telephone if promptly confirmed in writing, (ii) may be given with respect to one or more of the Grantors at the same or different times and (iii) may suspend the rights of the Grantors under paragraph (a) or (b) of this Section 6.2 in part without suspending all such rights (as specified by the Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Agent’s rights to give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing. (d) Each Grantor hereby authorizes and instructs each issuer Issuer of any Pledged Securities pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Administrative Agent in writing that (Ax) states that an Event of Default has occurred and is continuing and (By) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each such issuer Issuer shall be fully protected in so complying, and (ii) upon any such instruction following the occurrence and during the continuance of an Event of Defaultunless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Investment Property, including Pledged Securities, Securities directly to the Administrative Agent.

Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s 's intent to exercise its corresponding rights pursuant to Section 5.3(b6.3(b), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Equity Interests and all payments made in respect of the Pledged Notes, Notes to the extent not prohibited by permitted in the Credit Agreement, and to exercise all voting, voting and corporate and other ownership (or other similar) rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate or other ownership (or other similar) right exercised or other action taken which which, in the Administrative Agent's reasonable judgment, would materially impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Document. (b) If an Event of Default shall occur and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its rights pursuant to this Section 5.3(b): continuing: (i) all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Administrative Agent who shall thereupon have the sole right, but shall be under no obligation, to exercise or refrain from exercising such voting and other consensual rights; rights and (ii) the Administrative Agent shall have the right, without notice to any Grantor (where permitted by applicable law)Grantor, to transfer all or any portion of the Investment Property to its name or the name of its nominee or agent; and (iii) . In addition, the Administrative Agent shall have the rightright at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Property for certificates or instruments of smaller or larger denominations. In order to permit the Administrative Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Administrative Agent all proxies, dividend payment orders and other instruments as the Administrative Agent may from time to time reasonably request and each Grantor acknowledges that the Administrative Agent may utilize the power of attorney set forth herein. (c) Each Grantor hereby authorizes and instructs each issuer Issuer of any Pledged Securities pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Administrative Agent in writing that (Ax) states that an Event of Default has occurred and is continuing and (By) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each such issuer Issuer shall be fully protected in so complying, and (ii) upon any such instruction following the occurrence and during the continuance of an Event of Defaultunless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Investment Property, including Pledged Securities, Securities directly to the Administrative Agent.

Pledged Securities. (a) (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Collateral Agent shall have given notice to the relevant Grantor of the Administrative Collateral Agent’s intent to exercise its corresponding rights pursuant to Section 5.3(b6.3(b), each the Grantor shall be permitted to (i) receive all cash dividends and other distributions paid in respect of the Pledged Equity Interests and all payments made in respect of the Pledged Notes, Securities to the extent not prohibited by permitted in the Credit Agreement, and (ii) to exercise all voting, voting and corporate and other ownership (or other similar) organizational rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate or other ownership (or other similar) organizational right exercised or other action taken which would reasonably be expected to materially impair and adversely affect the rights inuring to a holder of any Pledged Securities or the rights and remedies of any of the Collateral Agent or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, other Secured Party under this Agreement or any other Loan DocumentDocument or the ability of the Secured Parties to exercise the same; provided, further, that the Collateral Agent shall execute and deliver to the Grantor, or cause to be executed and delivered to the Grantor, all such proxies, powers of attorney and other instruments as the Grantor may reasonably request for the purpose of enabling the Grantor to exercise the voting and corporate or other organizational rights it is entitled to exercise pursuant to sub-clause (ii) of this Section 6.3(a). For the avoidance of doubt, an exercise of voting and corporate or other organizational rights with respect to such Pledged Securities shall not be deemed to be material and adverse to any Person if such exercise is made in connection with a transaction not prohibited by the Credit Agreement and the other Loan Documents. (b) If an Event of Default shall occur and be continuing and the Administrative Collateral Agent shall give notice of its intent to exercise such rights to the Grantor (which notice shall not be required if an Event of Default under clause (i) or (ii) of Section 8.1(f) of the Credit Agreement shall have occurred and be continuing) and subject to, in the case of ABL Facility First Priority Collateral, the rights of the ABL Collateral Agent and the obligations of the Grantor under the ABL Facility Loan Documents and the ABL Intercreditor Agreement, (i) the Collateral Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities and make application thereof to the Secured Obligations in the order set forth in Section 6.6; provided that after all Events of Default have been cured or waived and the Grantor has delivered to the Administrative Agent certificates to that effect reasonably satisfactory to the Collateral Agent, the Collateral Agent shall, promptly after all such Events of Default have been cured or waived, repay the Grantor (without interest) all dividends, interest, principal or other distributions that the Grantor would otherwise be permitted to retain pursuant to the terms of sub-clause (i) of Section 6.3(a) above and that remain, and (ii) the Collateral Agent shall have the right to cause any or all of the Pledged Securities to be registered in the name of the Collateral Agent or its nominee, and the Collateral Agent or its nominee may thereafter during the continuance of such Event of Default exercise (x) all voting, corporate and other rights pertaining to such Pledged Securities at any meeting of shareholders of the Borrower or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of the Borrower, or upon the exercise by the Grantor or the Collateral Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Agent may reasonably determine), all without liability (except liabilities resulting from the gross negligence or willful misconduct of the Collateral Agent) except to account for property actually received by it, but the Collateral Agent shall have no duty to 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 unless the Collateral Agent has given notice to the relevant Grantor of the Administrative Agent’s its intent to exercise its as set forth above; provided that after all Events of Default have been cured or waived and the Grantor has delivered to the Administrative Agent certificates to that effect reasonably satisfactory to the Collateral Agent, all rights vested in the Collateral Agent pursuant to this Section 5.3(b): (i) all rights of each paragraph shall cease, and the Grantor to exercise or refrain from exercising shall have the voting and corporate or other consensual organizational rights which it they would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in to the Administrative Agent who shall thereupon have the sole right, but shall be under no obligation, to exercise or refrain from exercising such voting and other consensual rights; terms of sub-clause (ii) of Section 6.3(a) above and the Administrative Agent shall have the right, without notice to any Grantor (where permitted by applicable law), to transfer all or any portion obligations of the Investment Property to its name or Collateral Agent under the name of its nominee or agent; and (iiisecond proviso in Section 6.3(a) the Administrative Agent shall have the right, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Property for certificates or instruments of smaller or larger denominations. In order to permit the Administrative Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Administrative Agent all proxies, dividend payment orders and other instruments as the Administrative Agent may from time to time reasonably request and each Grantor acknowledges that the Administrative Agent may utilize the power of attorney set forth hereinin effect. (c) Each The Grantor hereby authorizes and instructs each issuer of any Pledged Securities pledged by such Grantor hereunder the Borrower to (i) comply with any instruction received by it from the Administrative Collateral Agent (or the ABL Collateral Agent, as the case may be) in writing without the consent of the Grantor or any other Person that (Ax) states that an Event of Default has occurred and is continuing and (By) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such the Grantor, and each the Grantor agrees that each such issuer the Borrower shall be fully protected in so complying, and (ii) upon any such instruction following the occurrence and during the continuance of after an Event of DefaultDefault has occurred and is continuing, unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Investment Property, including Pledged Securities, Securities directly to the Administrative Collateral Agent, subject to, in the case of ABL Facility First Priority Collateral, the rights of the ABL Collateral Agent and the obligations of the Grantor under the ABL Facility Loan Documents and the ABL Intercreditor Agreement.

Pledged Securities. (a) Unless (i) an Event of Default shall have occurred and be continuing and (ii) the Administrative Agent shall have given written notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 5.3(b)6.2(b) (which notice shall be deemed to have been given immediately upon the occurrence of an Event of Default under Section 7.1(f) of the Credit Agreement other than to the extent such right is waived or revoked in writing by the Required Lenders) and in accordance with the last paragraph of Section 7.1 of the Credit Agreement, each Grantor shall be permitted to (x) receive all cash dividends dividends, interest, principal or other payments or distributions paid in respect of the Pledged Equity Interests and all payments or made in respect of the Pledged NotesSecurities, to the extent not prohibited by the Credit Agreement; provided, however, that any noncash dividends, interest, principal or other distributions that would constitute Pledged Capital Stock or Pledged Debt Securities, whether resulting from a subdivision, combination or reclassification of the outstanding equity interests of the issuer of any Pledged Securities or received in exchange for Pledged Securities or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Collateral, and, if received by any Grantor, shall not be commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, shall be held for the benefit of the Secured Parties and shall be forthwith delivered to the Administrative Agent in the same form as so received (with any necessary endorsement or instrument of assignment), and to (y) exercise all voting, voting and corporate and or other ownership (or other similar) rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate or other ownership (or other similar) right exercised or other action taken which would materially impair reasonably be expected to adversely affect the Collateral rights inuring to a holder of any Pledged Securities or the rights and remedies of the Administrative Agent or the other Secured Parties under this Agreement or any other Loan Document or the ability of the Secured Parties to exercise the same or which would be inconsistent with or result in any violation of violate any provision of the Credit Agreement, this Agreement or any other Loan Document. (b) If (i) an Event of Default shall occur and be continuing and (ii) the Administrative Agent shall have given written notice to the Initial Borrower and the relevant Grantor Grantor(s) of the Administrative Agent’s intent to exercise execute its rights pursuant to this Section 5.3(b6.2(b) (which notice shall be deemed to have been given immediately upon the occurrence of an Event of Default under Section 7.1(f) of the Credit Agreement other than to the extent such right is waived or revoked in writing by the Required Lenders): (i) the Administrative Agent shall have the right to receive any and all dividends, interest, principal or other payments or distributions paid in respect to the Pledged Securities included in the Collateral and make application thereof to the Canadian Obligations in accordance with Section 6.4, (ii) all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Administrative Agent who which shall thereupon have the sole right, but shall be under no obligation, to exercise or refrain from exercising such voting and other consensual rights; (ii) the Administrative Agent shall have the right, without notice to any Grantor (where permitted by applicable law), to transfer all or any portion of the Investment Property to its name or the name of its nominee or agent; rights and (iii) the Administrative Agent shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Property included in the Collateral to its name or the name of its nominee or agent or the name of the applicable Grantor, endorsed or assigned in blank in favor of the Administrative Agent, and each Grantor will, upon request, promptly give to the Administrative Agent copies of any notices or other communications received by it with respect to Pledged Securities included in the Collateral registered in the name of such Grantor. In addition, if an Event of Default has occurred and is continuing, the Administrative Agent shall have the right at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Property included in the Collateral for certificates or instruments of smaller or larger denominations. In order to permit the Administrative Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder if an Event of Default has occurred and is continuing, each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Administrative Agent all proxies, dividend payment orders and other instruments as the Administrative Agent may from time to time reasonably request request, and each Grantor acknowledges that the Administrative Agent may utilize the power of attorney set forth herein. All dividends, interest, principal or other payments or distributions received by any Grantor contrary to the provisions of this Section 6.2(b) shall be held for the benefit of the Administrative Agent, shall be segregated from other property or funds of such Grantor and shall be promptly delivered to the Administrative Agent promptly following demand in the same form as so received (with any necessary endorsement reasonably requested by the Administrative Agent). (c) Any notice given by the Administrative Agent to the Initial Borrower or any Grantor under this Section 6.2 (i) may be given by telephone if promptly confirmed in writing, (ii) may be given with respect to one or more of the Grantors at the same or different times and (iii) may suspend the rights of the Grantors under paragraph (a) or (b) of this Section 6.2 in part without suspending all such rights (as specified by the Administrative Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Administrative Agent’s rights to give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing. (d) Each Grantor hereby authorizes and instructs each issuer Issuer of any Pledged Securities pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Administrative Agent in writing that (Ax) states that an Event of Default has occurred and is continuing and (By) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each such issuer Issuer shall be fully protected in so complying, and (ii) upon any such instruction following the occurrence and during the continuance of an Event of Defaultunless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Investment Property, including Pledged Securities, Securities directly to the Administrative Agent.

Pledged Securities. (a) Unless an Event If such Grantor owns, holds or shall receive any stock certificate or other instrument (including, without limitation, any certificate or instrument representing a dividend or a distribution in connection with any reclassification, increase or reduction of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 5.3(bcapital or any certificate or instrument issued in connection with any reorganization), each Grantor shall be permitted to receive all cash dividends paid option or rights in respect of the Pledged Equity Interests and all payments made of any Issuer or shall acquire any additional certificated Equity Interests of any Issuer other than Equity Interests that constitute Excluded Assets, whether in respect addition to, in substitution of, as a conversion of, or in exchange for, any shares (or such other interests) of the Pledged NotesSecurities, to or otherwise in respect thereof, such Grantor shall (i) accept the extent not prohibited by same as the Credit Agreement, and to exercise all voting, corporate and other ownership (or other similar) rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate or other ownership (or other similar) right exercised or other action taken which would materially impair the Collateral or which would be inconsistent with or result in any violation agent of any provision of the Credit Agreement, this Agreement or any other Loan Document. (b) If an Event of Default shall occur and be continuing and the Administrative Agent shall have given notice and the other Secured Parties, hold the same in trust for the Administrative Agent and the other Secured Parties and deliver the same forthwith to the relevant Administrative Agent in the exact form received, duly indorsed by such Grantor of to the Administrative Agent’s intent , if required, together with an undated stock power or other equivalent instrument of transfer reasonably acceptable to exercise its rights pursuant to this Section 5.3(b): (i) all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Administrative Agent who shall thereupon have the sole right, but shall be under no obligationcovering such certificate or instrument duly executed in blank by such Grantor, to exercise or refrain from exercising such voting be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations, and other consensual rights; (ii) deliver a supplement (in form and substance reasonably satisfactory to the Administrative Agent shall have Agent) to this Agreement updating the right, without notice to any Grantor (where permitted by applicable law), to transfer all or any portion of the Investment Property to its name or the name of its nominee or agent; Pledged Securities described on Schedule 2 hereto and (iii) take all such further actions as may be reasonably requested by the Administrative Agent shall have the rightAgent, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Property for certificates or instruments of smaller or larger denominations. In order as to permit the Administrative Agent to exercise be a “protected purchaser” to the voting extent of its security interest as provided in Section 8-303 of the UCC (if the Administrative Agent otherwise qualifies as a protected purchaser. (b) In the case of each Grantor which is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Pledged Securities issued by it and other consensual rights which will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Administrative Agent promptly in writing of the occurrence of any of the events described in Section 6.08(a) with respect to the Pledged Securities issued by it and (iii) the terms of Section 7.01(c) and Section 7.05 shall apply to it, mutatis mutandis, with respect to all actions that may be entitled required of it pursuant to exercise pursuant hereto and Section 7.01(c) or Section 7.05 with respect to receive all dividends and other distributions which it may be entitled to receive hereunder each the Pledged Securities issued by it. In the case of any Issuer that is not a Grantor hereunder, such Grantor shall promptly cause such Issuer to execute and deliver (or cause to be executed and delivered) to the Administrative Agent all proxies, dividend payment orders an Acknowledgment and other instruments as Consent in substantially the Administrative Agent may from time to time reasonably request and each Grantor acknowledges that the Administrative Agent may utilize the power form of attorney set forth hereinAnnex II. (c) Each Such Grantor hereby authorizes shall furnish to the Administrative Agent such stock powers and instructs each issuer other equivalent instruments of any transfer as may be required by the Administrative Agent to assure the transferability of and the perfection of the security interest in the Pledged Securities pledged when and as often as may be reasonably requested by such the Administrative Agent. (d) The Pledged Securities will at all times constitute not less than 100% of the Equity Interests of the Issuer thereof owned by any Grantor hereunder to (except (i) comply with in the case of any instruction received by it from Subsidiary which is a first-tier CFC, in which case, the Administrative Agent in writing that Pledged Securities will at all times constitute (A) states that an Event not less than 65% of Default has occurred and is continuing the total voting power of all outstanding Voting Stock of such Subsidiary and (B) is otherwise in accordance with 100% of the terms of this Agreement, without any other first-tier CFC’s Equity Interests not constituting Voting Stock or further instructions from such Grantor, and each Grantor agrees that each such issuer shall be fully protected in so complying, and (ii) upon any such instruction following the occurrence and during the continuance of Equity Interests otherwise constitute an Event of Default, pay any dividends or other payments with respect to the Investment Property, including Pledged Securities, directly to the Administrative AgentExcluded Asset).

Pledged Securities. (a) Unless Subject to subsection 3.3.1 hereof, unless an Event of Default shall have occurred and be continuing and the Administrative Canadian Collateral Agent shall have given notice to the relevant Grantor Pledgor of the Administrative Canadian Collateral Agent’s intent to exercise its corresponding rights pursuant to Section 5.3(bsubsection 6.3(b), each Grantor Pledgor shall be permitted to receive all cash dividends and distributions paid in respect of the Pledged Equity Interests Securities (subject to the last two sentences of subsection 5.3.4 of this Agreement) and all payments made in respect of the Pledged Notes, to the extent not prohibited by permitted in the ABL Credit Agreement, and to exercise all voting, voting and corporate and other ownership (or other similar) rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate or other ownership (or other similar) right exercised or such other action taken which (other than in connection with a transaction expressly permitted by the ABL Credit Agreement) which, in the Canadian Collateral Agent’s reasonable judgment, would materially impair the Collateral Pledged Securities or the related rights or remedies of the Secured Parties or which would be inconsistent with or result in any violation of any provision of the ABL Credit Agreement, this Agreement or any other Loan Document. (b) If an Event of Default shall occur and be continuing and the Administrative Canadian Collateral Agent shall have given give notice of its intent to exercise such rights to the relevant Grantor of the Administrative Agent’s intent to exercise its rights pursuant to this Section 5.3(b): Pledgor or Pledgors, (i) all rights the Canadian Collateral Agent or the Secured Party Representative, acting as agent for the Canadian Collateral Agent, in accordance with the terms of each Grantor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Administrative Agent who shall thereupon have the sole rightIntercreditor Agreement, but shall be under no obligation, to exercise or refrain from exercising such voting and other consensual rights; (ii) the Administrative Agent shall have the right, without notice to any Grantor (where permitted by applicable law)except in the case of ULC Shares, to transfer receive any and all cash dividends, payments or any portion other Proceeds paid in respect of the Investment Property Pledged Securities and make application thereof to its name the Obligations of the relevant Pledgor in such order as is provided in subsection 6.5, and (ii) except in the case of ULC Shares, any or all of the Pledged Securities shall be registered in the name of its the Canadian Collateral Agent or the Secured Party Representative, or the respective nominee of either thereof, as applicable, in accordance with the Intercreditor Agreement, and the Canadian Collateral Agent or agent; the Secured Party Representative, or the respective nominee of either thereof, as applicable, in accordance with the terms of the Intercreditor Agreement, may thereafter exercise (x) except in the case of ULC Shares, all voting, corporate and other rights pertaining to such Pledged Securities at any meeting of shareholders of the relevant Issuer or Issuers or otherwise and (iiiy) except in the Administrative case of ULC Shares, any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities, other than ULC Shares, upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any Issuer, or upon the exercise by the relevant Pledgor or the Canadian Collateral Agent or the Secured Party Representative, as applicable, in accordance with the terms of the Intercreditor Agreement, of any right, privilege or option pertaining to such Pledged Securities, other than ULC Shares, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities, other than ULC Shares, with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Canadian Collateral Agent or the Secured Party Representative, as applicable, in accordance with the terms of the Intercreditor Agreement, may reasonably determine), all without liability (other than for its gross negligence or willful misconduct) except to account for property actually received by it, but the Canadian Collateral Agent or the Secured Party Representative, as applicable, shall have the no duty to any Pledgor to exercise any such right, without notice privilege or option and shall not be responsible for any failure to do so or delay in so doing, provided that the Canadian Collateral Agent or the Secured Party Representative, as applicable, shall not exercise any Grantor, to exchange any certificates voting or instruments representing any Investment Property for certificates or instruments of smaller or larger denominations. In order to permit the Administrative Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder each Grantor shall promptly execute and deliver (or cause to be executed and delivered) pertaining to the Administrative Agent all proxies, dividend payment orders and Pledged Securities in any way that would constitute an exercise of the remedies described in subsection 6.6 other instruments as the Administrative Agent may from time to time reasonably request and each Grantor acknowledges that the Administrative Agent may utilize the power of attorney set forth hereinthan in accordance with subsection 6.6. (c) Each Grantor Pledgor hereby authorizes and instructs each issuer Issuer or maker of any Pledged Securities pledged by such Grantor hereunder Pledgor hereunder, other than ULC Shares, to (i) comply with any instruction received by it from the Administrative Canadian Collateral Agent in writing that (Ax) states that an Event of Default has occurred and is continuing and (By) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such GrantorPledgor, and each Grantor Pledgor agrees that each such issuer Issuer or maker shall be fully protected in so complying, and (ii) upon any such instruction following the occurrence and during the continuance of an Event of Defaultunless otherwise expressly permitted or prohibited hereby, pay any dividends or other payments with respect to the Investment Property, including Pledged Securities, Securities directly to the Administrative Canadian Collateral Agent.

Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Collateral Agent shall have given notice to the relevant Grantor of the Administrative Collateral Agent’s intent to exercise its corresponding rights pursuant to Section 5.3(b), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Equity Interests and all payments made in respect of the Pledged Notes, in each case paid in the normal course of business of the relevant Issuer and consistent with past practice, to the extent not prohibited by permitted in the Credit AgreementIndenture Documents and any Additional Secured Debt Documents, and to exercise all voting, voting and corporate and other ownership (or other similar) rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate or other ownership (or other similar) right exercised or other action taken which would materially impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit this Agreement, this Agreement any other Indenture Documents or any other Loan DocumentAdditional Secured Debt Documents. (b) If an Event of Default shall occur and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its rights pursuant to this Section 5.3(b): continuing: (i) all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Administrative Collateral Agent who shall thereupon have the sole right, but shall be under no obligation, to exercise or refrain from exercising such voting and other consensual rights; rights and (ii) the Administrative Collateral Agent shall have the right, without notice to any Grantor (where permitted by applicable law)Grantor, to transfer all or any portion of the Investment Property to its name or the name of its nominee or agent; and (iii) . In addition, the Administrative Collateral Agent shall have the rightright at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Property for certificates or instruments of smaller or larger denominations. In order to permit the Administrative Collateral Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Administrative Collateral Agent all proxies, dividend payment orders and other instruments as the Administrative Collateral Agent may from time to time reasonably request and each Grantor acknowledges that the Administrative Collateral Agent may utilize the power of attorney set forth herein. (c) Each Grantor hereby authorizes and instructs each issuer Issuer of any Pledged Securities pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Administrative Collateral Agent in writing that (Ax) states that an Event of Default has occurred and is continuing and (By) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each such issuer Issuer shall be fully protected in so complying, and (ii) upon any such instruction following the occurrence and during the continuance of unless otherwise expressly permitted hereby, if an Event of DefaultDefault shall have occurred and be continuing, pay any dividends or other payments with respect to the Investment Property, including Pledged Securities, Securities directly to the Administrative Collateral Agent.

Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Domestic Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 5.3(b), each Domestic Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Equity Interests and all payments made in respect of the Pledged Notes, to the extent not prohibited by the Credit Agreement, and to exercise all voting, corporate and other ownership (or other similar) rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate or other ownership (or other similar) right exercised or other action taken which would materially impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Document. (b) If an Event of Default shall occur and be continuing and the Administrative Agent shall have given notice to the relevant Domestic Grantor of the Administrative Agent’s intent to exercise its rights pursuant to this Section 5.3(b): (i) all rights of each Domestic Grantor to exercise or refrain from exercising the voting and other consensual rights and to receive cash dividends paid in respect of the Pledged Equity Interests and payments made in respect of the Pledged Notes, which it would otherwise be entitled to exercise or receive pursuant hereto shall cease and all such rights shall thereupon become vested in the Administrative Agent who shall thereupon have the sole right, but shall be under no obligation, to exercise or refrain from exercising such voting and other consensual rights; (ii) the Administrative Agent shall have the right, without notice to any Domestic Grantor (where permitted by applicable law), to transfer all or any portion of the Investment Property to its name or the name of its nominee or agent; and (iii) the Administrative Agent shall have the right, without notice to any Domestic Grantor, to exchange any certificates or instruments representing any Investment Property for certificates or instruments of smaller or larger denominations. In order to permit the Administrative Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder each Domestic Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Administrative Agent all proxies, dividend payment orders and other instruments as the Administrative Agent may from time to time reasonably request and each Domestic Grantor acknowledges that the Administrative Agent may utilize the power of attorney set forth herein. (c) Each Domestic Grantor hereby authorizes and instructs each issuer of any Pledged Securities pledged by such Domestic Grantor hereunder to (i) comply with any instruction received by it from the Administrative Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Domestic Grantor, and each Domestic Grantor agrees that each such issuer shall be fully protected in so complying, and (ii) upon any such instruction following the occurrence and during the continuance of an Event of Default, pay any dividends or other payments with respect to the Investment Property, including Pledged Securities, directly to the Administrative Agent.

Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given written notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 5.3(b)6.2(b) (which notice shall be deemed to have been given immediately upon the occurrence of an Event of Default under Section 7.1(f) of the Credit Agreement other than to the extent such right is waived or revoked in writing by the Required Lenders) and in accordance with the last paragraph of Section 7.1 of the Credit Agreement, each Grantor shall be permitted to (i) receive all cash dividends dividends, interest, principal or other payments or distributions paid in respect of the Pledged Equity Interests and all payments or made in respect of the Pledged NotesSecurities, to the extent not prohibited by the Credit Agreement; provided, however, that any noncash dividends, interest, principal or other distributions that would constitute Pledged Capital Stock or Pledged Debt Securities, whether resulting from a subdivision, combination or reclassification of the outstanding equity interests of the issuer of any Pledged Securities or received in exchange for Pledged Securities or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Collateral, and, if received by any Grantor, shall not be commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, shall be held for the benefit of the Secured Parties and shall be forthwith delivered to the Administrative Agent in the same form as so received (with any necessary endorsement or instrument of assignment), and to (ii) exercise all voting, voting and corporate and or other ownership (or other similar) rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate or other ownership (or other similar) right exercised or other action taken which would materially impair reasonably be expected to adversely affect the Collateral rights inuring to a holder of any Pledged Securities or the rights and remedies of the Administrative Agent or the other Secured Parties under this Agreement or any other Loan Document or the ability of the Secured Parties to exercise the same or which would be inconsistent with or result in any violation of violate any provision of the Credit Agreement, this Agreement or any other Loan Document. (b) If an Event of Default shall occur and be continuing and the Administrative Agent shall have given written notice to the Initial Borrower and the relevant Grantor Grantor(s) of the Administrative Agent’s intent to exercise execute its rights pursuant to this Section 5.3(b6.2(b) (which notice shall be deemed to have been given immediately upon the occurrence of an Event of Default under Section 7.1(f) of the Credit Agreement other than to the extent such right is waived or revoked in writing by the Required Lenders): (i) the Administrative Agent shall have the right to receive any and all dividends, interest, principal or other payments or distributions paid in respect to the Pledged Securities included in the Collateral and make application thereof to the Obligations in accordance with Section 6.4, (ii) all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Administrative Agent who which shall thereupon have the sole right, but shall be under no obligation, to exercise or refrain from exercising such voting and other consensual rights; (ii) the Administrative Agent shall have the right, without notice to any Grantor (where permitted by applicable law), to transfer all or any portion of the Investment Property to its name or the name of its nominee or agent; rights and (iii) the Administrative Agent shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Property included in the Collateral to its name or the name of its nominee or agent or the name of the applicable Grantor, endorsed or assigned in blank in favor of the Administrative Agent, and each Grantor will, upon request, promptly give to the Administrative Agent copies of any notices or other communications received by it with respect to Pledged Securities included in the Collateral registered in the name of such Grantor. In addition, if an Event of Default has occurred and is continuing, the Administrative Agent shall have the right at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Property included in the Collateral for certificates or instruments of smaller or larger denominations. In order to permit the Administrative Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder if an Event of Default has occurred and is continuing, each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Administrative Agent all proxies, dividend payment orders and other instruments as the Administrative Agent may from time to time reasonably request request, and each Grantor acknowledges that the Administrative Agent may utilize the power of attorney set forth herein. All dividends, interest, principal or other payments or distributions received by any Grantor contrary to the provisions of this Section 6.2(b) shall be held for the benefit of the Administrative Agent, shall be segregated from other property or funds of such Grantor and shall be promptly delivered to the Administrative Agent promptly following demand in the same form as so received (with any necessary endorsement reasonably requested by the Administrative Agent). (c) Any notice given by the Administrative Agent to the Initial Borrower or any other Grantor under this Section 6.2 (i) may be given by telephone if promptly confirmed in writing, (ii) may be given with respect to one or more of the Grantors at the same or different times and (iii) may suspend the rights of the Grantors under paragraph (a) or (b) of this Section 6.2 in part without suspending all such rights (as specified by the Administrative Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Administrative Agent’s rights to give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing. (d) Each Grantor hereby authorizes and instructs each issuer Issuer of any Pledged Securities pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Administrative Agent in writing that (Ax) states that an Event of Default has occurred and is continuing and (By) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each such issuer Issuer shall be fully protected in so complying, and (ii) upon any such instruction following the occurrence and during the continuance of an Event of Defaultunless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Investment Property, including Pledged Securities, Securities directly to the Administrative Agent.

Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 5.3(b6.3(b), each Grantor of the Grantors shall be permitted to receive all cash dividends paid in respect of the Pledged Equity Interests and all payments made in respect of the Pledged Notes, to the extent not prohibited by permitted in the Credit Agreement, and to exercise all voting, voting and corporate and other ownership (or other similar) rights with respect to the Pledged SecuritiesSecurities not inconsistent with the purposes of this Agreement; provided, however, that no vote shall be cast or corporate or other ownership (or other similar) right exercised or other action taken which which, in the Administrative Agent’s reasonable judgment, would materially impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Document. (b) If Subject to Sections 6.3(e) and 6.6, if an Event of Default shall occur and be continuing and the Administrative Agent shall have given give notice of its intent to invoke the provisions of this Section 6.3(b) to the relevant Grantor of the Administrative Agent’s intent to exercise its rights pursuant to this Section 5.3(bGrantor(s): (i) all rights of each Grantor of the Grantors to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Administrative Agent who shall thereupon have the sole right, but shall be under no obligation, to exercise or refrain from exercising such voting and other consensual rights; rights and (ii) to the extent not prohibited by the Communications Act, the Administrative Agent shall have the right, without notice to any Grantor (where permitted by applicable law), right to transfer all or any portion of the Investment Property to its name or the name of its nominee or agent; and (iii) . In addition, the Administrative Agent shall have the right, without notice to right at any Grantor, time to exchange any certificates or instruments representing any Investment Property for certificates or instruments of smaller or larger denominations. In order to permit the Administrative Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder (in each Grantor case, after the occurrence and during the continuance of an Event of Default) each of the Grantors shall promptly execute and deliver (or cause to be executed and delivered) to the Administrative Agent all proxies, dividend payment orders and other instruments as the Administrative Agent may from time to time reasonably request and each Grantor of the Grantors acknowledges that after the occurrence and during the continuance of an Event of Default the Administrative Agent may utilize the power of attorney set forth herein. (c) Each Grantor of the Grantors hereby authorizes and instructs each issuer Issuer of any Pledged Securities pledged by such Grantor hereunder hereunder, to (i) the extent not prohibited by the Communications Act, to comply with any written instruction received by it from the Administrative Agent in writing (including an instruction to pay any dividends or other payments with respect to the Pledged Securities directly to the Administrative Agent) that (Ai) states that an Event of Default has occurred and is continuing and (Bii) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor of the Grantors agrees that each such issuer Issuer shall be fully protected in so complying. (d) Notwithstanding anything herein to the contrary, this Agreement, the other Loan Documents and the transactions contemplated hereby and thereby, prior to the occurrence of an Event of Default (i) do not and will not constitute, create, or have the effect of constituting or creating, directly or indirectly, actual or practical ownership of any Grantor or any Subsidiary of any Grantor by the Administrative Agent or any Lender, or control, affirmative or negative, direct or indirect, by the Administrative Agent or any Lender over the management or any other aspect of the operation of any Grantor or any Subsidiary of any Grantor which ownership and control remain exclusively and at all times in such Grantor and (ii) upon do not and will not constitute the transfer, assignment, or disposition in any such instruction following manner, voluntarily or involuntarily, directly or indirectly, of any FCC License by any Grantor or any Subsidiary of any Grantor, or the occurrence and transfer of control of any Grantor or any Subsidiary of any Grantor within the meaning of Section 310(d) of the Communications Act. (e) Notwithstanding any other provision of this Agreement, during the continuance existence of an Event of Default, pay any dividends foreclosure, sale, transfer, assignment or other payments disposition of, or the exercise of any rights and remedies by the Administrative Agent or any Lender with respect to any of the Investment PropertyCollateral or any FCC License which would effect or constitute an assignment of any FCC License or affect the operation or voting or other control of any Grantor or any Subsidiary of any Grantor or any Station of any Grantor or any Subsidiary of any Grantor shall be pursuant to, including Pledged Securitiesand in accordance with, directly the Communications Act, to all other applicable Laws and to the Administrative Agentapplicable rules and regulations thereunder and, if and to the extent required thereby, subject to the prior approval of the FCC.

Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 5.3(b7.01(b), each Grantor shall be permitted to receive (i) all cash dividends paid in respect of the Pledged Equity Interests Securities and (ii) all payments made in respect of the Pledged Notes, to the extent not prohibited by permitted in the Credit Agreement, and to exercise all voting, corporate and other ownership (or other similar) organizational rights with respect to the Pledged SecuritiesInvestment Property; provided, however, that no vote shall be cast or corporate or other ownership (or other similar) organizational right exercised or other action taken which would materially impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Document. (b) If an Event of Default shall occur and be continuing and the Administrative Agent shall have given give written notice of its intent to exercise such rights to the relevant Grantor of the Administrative Agent’s intent to exercise its rights pursuant to this Section 5.3(b): or Grantors, (i) all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Administrative Agent who shall thereupon have the sole right, but shall be under no obligation, to exercise or refrain from exercising such voting and other consensual rights; (ii) the Administrative Agent shall have the rightright to receive any and all cash dividends, without notice to any Grantor (where permitted by applicable law), to transfer all payments or any portion other Proceeds paid in respect of the Investment Property and make application thereof to its name the Secured Obligations in accordance with Section 7.02 or 7.03 of the Credit Agreement, and (ii) any or all of the Investment Property shall be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (A) all voting and corporate or agent; other organizational rights pertaining to such Investment Property at any meeting of shareholders (or other equivalent body) of the relevant Issuer or Issuers or otherwise and (iiiB) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Investment Property as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Investment Property upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other organizational structure of any Issuer, or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Investment Property, and in connection therewith, the right to deposit and deliver any and all of the Investment Property with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have the no duty to any Grantor to exercise any such right, without notice privilege or option and shall not be responsible for any failure to any Grantor, to exchange any certificates do so or instruments representing any Investment Property for certificates or instruments of smaller or larger denominations. In order to permit the Administrative Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Administrative Agent all proxies, dividend payment orders and other instruments as the Administrative Agent may from time to time reasonably request and each Grantor acknowledges that the Administrative Agent may utilize the power of attorney set forth hereindelay in so doing. (c) Each Grantor hereby authorizes and instructs each issuer Issuer of any Pledged Securities Investment Property pledged by such Grantor hereunder (and each Issuer party hereto hereby agrees) to (i) comply with any instruction received by it from the Administrative Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each such issuer Issuer shall be fully protected in so complying, and (ii) upon unless otherwise expressly permitted hereby, at any such instruction following the occurrence and during the continuance of time that an Event of DefaultDefault exists, comply with any instruction received by it from the Administrative Agent in writing to pay any dividends or other payments with respect to the Investment Property, including Pledged Securities, Property directly to the Administrative Agent. (d) After the occurrence and during the continuation of an Event of Default, if the Issuer of any Pledged Securities is the subject of bankruptcy, insolvency, receivership, custodianship or other proceedings under the supervision of any Governmental Authority, then all rights of the Grantor in respect thereof to exercise the voting and other consensual rights which such Grantor would otherwise be entitled to exercise with respect to the Pledged Securities issued by such Issuer shall cease, and all such rights shall thereupon become vested in the Administrative Agent who shall thereupon have the sole right to exercise such voting and other consensual rights, but the Administrative Agent shall have no duty to exercise any such voting or other consensual rights and shall not be responsible for any failure to do so or delay in so doing.

Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given three (3) Business Days prior notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 5.3(b6.3(b), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Equity Interests and all payments made in respect of the Pledged Notes, in each case paid in the normal course of business of the relevant Issuer and consistent with past practice, to the extent not prohibited by permitted in the Credit Agreement, and to exercise all voting, voting and corporate and other ownership (or other similar) organizational rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate or other ownership (or other similar) right exercised or other action taken which would materially impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Document. (b) If an Event of Default shall occur and be continuing (and the Administrative Agent shall have given gives three (3) Business Days prior notice to the relevant Grantor of the Administrative Agent’s intent to exercise its rights pursuant to this Section 5.3(b): clause (b)): (i) all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Administrative Agent who shall thereupon have the sole right, but shall be under no obligation, to exercise or refrain from exercising such voting and other consensual rights; rights and (ii) the Administrative Agent shall have the right, without further notice to any Grantor (where permitted by applicable law)Grantor, to transfer all or any portion of the Investment Property to its name or the name of its nominee or agent; and (iii) . In addition, the Administrative Agent shall have the rightright at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Property for certificates or instruments of smaller or larger denominations. In order to permit the Administrative Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Administrative Agent all proxies, dividend payment orders and other instruments as the Administrative Agent may from time to time reasonably request and each Grantor acknowledges that the Administrative Agent may utilize the power of attorney set forth herein. (c) Each Grantor hereby authorizes and instructs each issuer Issuer of any Pledged Securities pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Administrative Agent in writing that (Ax) states that an Event of Default has occurred and is continuing and (By) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, (and each Grantor agrees that each such issuer Issuer shall be fully protected in so complying), and (ii) upon any such instruction following the occurrence and during the continuance of an Event of Defaultunless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Investment Property, including Pledged Securities, Securities directly to the Administrative Agent, such notice not to be given and dividends and other payments not to be made except in the event of an Event of Default that has occurred and is continuing, and each Issuer agrees to comply with such instructions described above in this Section 6.3(c) and to make any payments described above in this Section 6.3(c).

Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Collateral Agent shall have given notice to the relevant Grantor of the Administrative Collateral Agent’s intent to exercise its corresponding rights pursuant to Section 5.3(b7.01(b) (it being acknowledged and agreed that the Collateral Agent shall not be required to deliver any such notice in connection with an Event of Default under Section 11.01(g) or (h) of the Credit Agreement or if the delivery of such notice is otherwise prohibited by applicable law), each Grantor shall be permitted to receive (i) all cash dividends paid in respect of the Pledged Equity Interests Securities and (ii) all payments made in respect of the Pledged Notes, to the extent not prohibited by permitted in the Credit Agreement, and to exercise all voting, corporate and other ownership (or other similar) organizational rights with respect to the Pledged SecuritiesInvestment Property; provided, however, that no vote shall be cast or corporate or other ownership (or other similar) organizational right exercised or other action taken which which, in the Collateral Agent’s judgment, would materially impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan DocumentSecured Agreement. (b) If an Event of Default shall occur and be continuing and the Administrative Collateral Agent shall have given give written notice of its intent to exercise such rights to the relevant Grantor or Grantors (it being acknowledged and agreed that the Collateral Agent shall not be required to deliver any such notice in connection with an Event of Default under Section 11.01(g) or (h) of the Administrative Agent’s intent to exercise its rights pursuant to this Section 5.3(b): Credit Agreement or if the delivery of such notice is otherwise prohibited by applicable law), (i) all rights of each any Grantor to exercise or refrain from exercising the voting receive dividends, interest and other consensual rights principal which it would otherwise be entitled such Grantor is authorized to exercise receive pursuant hereto to Section 7.01(a) shall cease cease, and all such rights shall thereupon become vested in the Administrative Collateral Agent, and the Collateral Agent who shall thereupon have the sole rightright to receive any and all cash dividends, but payments or other Proceeds paid in respect of the Investment Property and make application thereof to the Secured Obligations in such order as the Collateral Agent may determine (and all dividends, payments or other Proceeds which are received by any Grantor contrary to the provisions of this Section 7.01(b) shall be under no obligationheld in trust for the benefit of the Collateral Agent, shall be segregated from other property or funds of such Grantor and shall be immediately delivered to exercise or refrain from exercising such voting the Collateral Agent in the same form as so received (with any necessary endorsement)), and other consensual rights; (ii) the Administrative Collateral Agent shall have or its nominee may exercise (whether or not the right, without notice to any Grantor (where permitted by applicable law), to transfer all Collateral or any portion of the Investment Property to its name or has been transferred into the name of the Collateral Agent or its nominee nominee) (A) all voting, corporate, consenting and other organizational rights pertaining to such Investment Property at any meeting of shareholders (or agent; other equivalent body) of the relevant Issuer or Issuers or in the absence of any such meeting or otherwise (and each Grantor hereby grants to the Collateral Agent a present, irrevocable proxy, coupled with an interest and hereby constitutes and appoints the Collateral Agent as such Grantor’s proxy with full power, in the same manner, to the same extent and with the same effect as if such Grantor were to do the same, to exercise such rights) and (iiiB) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Investment Property as if it were the Administrative absolute owner thereof (including, the right to exchange at its discretion any and all of the Investment Property upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other organizational structure of any Issuer, or upon the exercise by any Grantor or the Collateral Agent of any right, privilege or option pertaining to such Investment Property, and in connection therewith, the right to deposit and deliver any and all of the Investment Property with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Agent may determine), all without liability except to account for property actually received by it, but the Collateral Agent shall have the no duty to any Grantor to exercise any such right, without notice privilege or option and shall not be responsible for any failure to any Grantordo so or delay in so doing. As further assurance of the proxy granted hereby, each Grantor shall from time to exchange any certificates or time execute and deliver to the Collateral Agent, all such additional written proxies and other instruments representing any Investment Property as the Collateral Agent shall reasonably request for certificates or instruments the purpose of smaller or larger denominations. In order to permit enabling the Administrative Collateral Agent to exercise the voting and other consensual rights which it may be is entitled to exercise pursuant hereto hereunder. Each Grantor hereby revokes any proxy or proxies heretofore given by such Grantor to any person or persons whatsoever and agrees not to receive all dividends give any other proxies in derogation hereof until this Agreement is no longer in full force and other distributions which it may be entitled to receive hereunder each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Administrative Agent all proxies, dividend payment orders and other instruments effect as the Administrative Agent may from time to time reasonably request and each Grantor acknowledges that the Administrative Agent may utilize the power of attorney set forth hereinhereinafter provided. (c) Each Grantor hereby authorizes and instructs each issuer Issuer of any Pledged Securities Investment Property pledged by such Grantor hereunder (and each Issuer party hereto hereby agrees) to (i) comply with any instruction received by it from the Administrative Collateral Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further action or instructions from such Grantor, and each Grantor agrees that each such issuer Issuer shall be fully protected in so complying, and (ii) upon at any time that an Event of Default exists, comply with any instruction received by it from the Collateral Agent in writing to pay any dividends or other payments with respect to the Investment Property directly to the Collateral Agent. If an Event of Default shall have occurred and be continuing, the Collateral Agent shall have the right (in its sole and absolute discretion) to register the Pledged Stock in its own name as pledgee, or the name of its nominee (as pledgee) or the name of the applicable Grantor or Issuer, endorsed or assigned in blank or in favor of the Collateral Agent. (d) After the occurrence and during the continuation of an Event of Default, if the Issuer of any Pledged Securities is the subject of bankruptcy, insolvency, receivership, custodianship or other proceedings under the supervision of any Governmental Authority, then all rights of the Grantor in respect thereof to exercise the voting and other consensual rights which such Grantor would otherwise be entitled to exercise with respect to the Pledged Securities issued by such Issuer shall cease, and all such rights shall thereupon become vested in the Collateral Agent who shall thereupon have the sole right to exercise such voting and other consensual rights, but the Collateral Agent shall have no duty to exercise any such instruction following voting or other consensual rights and shall not be responsible for any failure to do so or delay in so doing. (e) Upon the occurrence and during the continuance of an Event of Default, pay any dividends the Collateral Agent shall have the right to verify, by itself or other payments with respect by a third party designated pursuant to the Investment PropertyIP Escrow Agreement, including Pledged Securitiesunder reasonable procedures, directly to the Administrative Agent.validity, amount, quality, quantity, value, condition and status of, or any other matter relating to, the Article 9

Pledged Securities. (a) Unless Subject to the Intercreditor Agreement, unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 5.3(b), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Equity Interests and all payments made in respect of the Pledged Notes, to the extent not prohibited by the Credit Agreement, and to exercise all voting, corporate and other ownership (or other similar) rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate or other ownership (or other similar) right exercised or other action taken which would materially impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Document. (b) If Subject to the Intercreditor Agreement, if an Event of Default shall occur and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its rights pursuant to this Section 5.3(b): (i) all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Administrative Agent who shall thereupon have the sole right, but shall be under no obligation, to exercise or refrain from exercising such voting and other consensual rights; (ii) the Administrative Agent shall have the right, without notice to any Grantor (where permitted by applicable law), to transfer all or any portion of the Investment Property to its name or the name of its nominee or agent; and (iii) the Administrative Agent shall have the right, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Property for certificates or instruments of smaller or larger denominations. In order to permit the Administrative Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder hereunder, subject to the Intercreditor Agreement, each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Administrative Agent all proxies, dividend payment orders and other instruments as the Administrative Agent may from time to time reasonably request and each Grantor acknowledges that the Administrative Agent may utilize the power of attorney set forth herein. (c) Each Subject to the Intercreditor Agreement, each Grantor hereby authorizes and instructs each issuer of any Pledged Securities pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Administrative Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement and the Intercreditor Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each such issuer shall be fully protected in so complying, and (ii) upon any such instruction following the occurrence and during the continuance of an Event of Default, pay any dividends or other payments with respect to the Investment Property, including Pledged Securities, directly to the Administrative Agent.

Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Notes Collateral Agent shall have given notice to the relevant Grantor of the Administrative Notes Collateral Agent’s intent to exercise its corresponding rights pursuant to Section 5.3(b)) hereof, each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Equity Interests and all payments made in respect of the Pledged Notes, to the extent not unless prohibited by the Credit AgreementIndenture, and to exercise all voting, voting and corporate and other ownership (or other similar) rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate or other ownership (or other similar) right exercised or other action taken which would materially impair in any material respect the Collateral taken as a whole or which would be inconsistent with or result in any violation an Event of any provision of the Credit Agreement, this Agreement or any other Loan DocumentDefault. (b) If Subject to the Pari Passu Intercreditor Agreement, if an Event of Default shall occur and be continuing and the Administrative Notes Collateral Agent shall have given notice to the relevant Grantor of the Administrative Agent’s its intent to exercise its rights pursuant to under this Section 5.3(b): (i) all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Administrative Notes Collateral Agent (unless, prior to the Discharge of Credit Agreement, such rights have vested in the Credit Agreement Collateral Agent as bailee for the Notes Collateral Agent pursuant to the terms of the Pari Passu Intercreditor Agreement) who shall thereupon have the sole right, but shall be under no obligation, to exercise or refrain from exercising such voting and other consensual rights; rights and (ii) the Administrative Notes Collateral Agent shall have the right, without notice to any Grantor (where permitted by applicable law)Grantor, to transfer all or any portion of the Investment Property to its name or the name of its nominee or agent; agent (unless, prior to the Discharge of Credit Agreement, the Credit Agreement Collateral Agent has exercised such right, as bailee for the Notes Collateral Agent pursuant to the terms of the Pari Passu Intercreditor Agreement). In addition, subject to the Pari Passu Intercreditor Agreement, upon the occurrence and (iii) during the Administrative continuance of an Event of Default, the Notes Collateral Agent shall have the rightright at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Property for certificates or instruments of smaller or larger denominations. In If an Event of Default shall occur and be continuing, in order to permit the Administrative Notes Collateral Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Administrative Notes Collateral Agent all proxies, dividend payment orders and other instruments as the Administrative Notes Collateral Agent may from time to time reasonably request and each Grantor acknowledges that the Administrative Notes Collateral Agent (or, prior to the Discharge of Credit Agreement, the Credit Agreement Collateral Agent as bailee for the Notes Collateral Agent pursuant to the terms of the Pari Passu Intercreditor Agreement) may utilize the power of attorney set forth herein. (c) Each Subject to the Pari Passu Intercreditor Agreement, each Grantor hereby authorizes and instructs each issuer of any Pledged Securities pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Administrative Notes Collateral Agent in writing that (Ax) states that an Event of Default has occurred and is continuing and (By) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each such issuer shall be fully protected in so complying, and (ii) upon any such instruction following the occurrence and during the continuance of if an Event of DefaultDefault shall have occurred and be continuing, at the Notes Collateral Agent’s request, without any other or further instructions from such Grantor, pay any dividends or other payments with respect to the Investment Property, including Pledged Securities, Securities directly to the Administrative AgentNotes Collateral Agent (or, prior to the Discharge of Credit Agreement, the Credit Agreement Collateral Agent as bailee for the Notes Collateral Agent pursuant to the terms of the Pari Passu Intercreditor Agreement).

Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 5.3(b)6.3(b) hereof, each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Equity Interests and all payments made in respect of the Pledged Notes, to the extent not unless prohibited by the Credit Bridge Facility Agreement, and to exercise all voting, voting and corporate and other ownership (or other similar) rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate or other ownership (or other similar) right exercised or other action taken which would materially impair in any material respect the Collateral taken as a whole or which would be inconsistent with or result in any violation an Event of any provision of the Credit Agreement, this Agreement or any other Loan DocumentDefault. (b) If an Event of Default shall occur and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s its intent to exercise its rights pursuant to under this Section 5.3(b6.3(b): (i) all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Administrative Agent who shall thereupon have the sole right, but shall be under no obligation, to exercise or refrain from exercising such voting and other consensual rights; rights and (ii) the Administrative Agent shall have the right, without notice to any Grantor (where permitted by applicable law)Grantor, to transfer all or any portion of the Investment Property to its name or the name of its nominee or agent; . In addition, upon the occurrence and (iii) during the continuance of an Event of Default, the Administrative Agent shall have the rightright at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Property for certificates or instruments of smaller or larger denominations. In order to permit the Administrative Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Administrative Agent all proxies, dividend payment orders and other instruments as the Administrative Agent may from time to time reasonably request and each Grantor acknowledges that the Administrative Agent may utilize the power of attorney set forth herein. (c) Each Grantor hereby authorizes and instructs each issuer Issuer of any Pledged Securities pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Administrative Agent in writing that (Ax) states that an Event of Default has occurred and is continuing and (By) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each such issuer Issuer shall be fully protected in so complying, and (ii) upon any such instruction following the occurrence and during the continuance of an Event of Defaultunless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Investment Property, including Pledged Securities, Securities directly to the Administrative Agent.

Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given written notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 5.3(b6.3(b), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Equity Interests Capital Stock and all payments made in respect of the Pledged Notes, in each case paid in the normal course of business of the relevant Issuer, to the extent not prohibited by permitted in the Credit Agreement, and to exercise all voting, voting and corporate and or other ownership (or other similar) rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate or other ownership (or other similar) right exercised or other action taken which which, in the Administrative Agent’s reasonable judgment, would materially impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Document. (ba) If an Event of Default shall occur and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its rights pursuant to this Section 5.3(b): continuing: (i) all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Administrative Agent who which shall thereupon have the sole right, but shall be under no obligation, to exercise or refrain from exercising such voting and other consensual rights; rights and (ii) the Administrative Agent shall have the right, without notice to any Grantor (where permitted by applicable law)Grantor, to transfer all or any portion of the Investment Property to its name or the name of its nominee or agent; and (iii) . In addition, the Administrative Agent shall have the rightright at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Related Property for certificates or instruments of smaller or larger denominations. In order to permit the Administrative Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Administrative Agent all proxies, dividend payment orders and other instruments as the Administrative Agent may from time to time reasonably request and each Grantor acknowledges that the Administrative Agent may utilize the power of attorney set forth herein. (cb) Each Grantor hereby authorizes and instructs each issuer Issuer of any Pledged Securities pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Administrative Agent in writing that (Ax) states that an Event of Default has occurred and is continuing and (By) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each such issuer Issuer shall be fully protected in so complying, and (ii) upon any such instruction following the occurrence and during the continuance of an Event of Defaultunless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Investment Property, including Pledged Securities, Securities directly to the Administrative Agent.

Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Collateral Agent shall have given notice to the relevant Grantor of the Administrative Collateral Agent’s 's intent to exercise its corresponding rights pursuant to Section 5.3(b6.3(b), each Grantor shall be permitted (i) to receive any and all cash dividends dividends, interest, principal and other distributions paid on or distributed with respect to Pledged Securities, in respect of the Pledged Equity Interests and all payments made in respect of the Pledged Notes, each case to the extent not prohibited by permitted in the Credit Agreement, and (ii) to exercise all voting, corporate voting and other ownership (or other similar) consensual rights and powers with respect to the Pledged Securities; provided, however, that no vote shall be cast such Grantor will not exercise or corporate will refrain from exercising any such voting and other consensual right pertaining to the Pledged Equity Interests, if such action would have a material adverse effect on the value of any Pledged Equity Interests or other ownership (or other similar) right exercised or other action taken which would materially impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Document. The Collateral Agent shall promptly execute and deliver to each Grantor, or cause to be executed and delivered to such Grantor, all such proxies, powers of attorney and other instruments as such Grantor may reasonably request for the purpose of enabling such Pledgor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to this paragraph (a). (b) If Upon the occurrence and during the continuance of an Event of Default shall occur and be continuing and after notice by the Administrative Collateral Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its rights pursuant to this Section 5.3(b): Grantors: (i) all rights of each such Grantor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Administrative Collateral Agent who shall thereupon have the sole right, but shall be under no obligation, to exercise or refrain from exercising such voting and other consensual rights; rights and (ii) the Administrative Collateral Agent shall have the right, without notice to any Grantor (where permitted by applicable law), right to transfer all or any portion of the Investment Property to its name or the name of its nominee or agent; and (iii) . In addition, the Administrative Collateral Agent shall have the rightright at any time upon the occurrence and during the continuance of an Event of Default, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Property for certificates or instruments of smaller or larger denominations. In order to permit the Administrative Collateral Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder hereunder, each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Administrative Collateral Agent all proxies, dividend payment orders and other instruments as the Administrative Collateral Agent may from time to time reasonably request in connection with the exercise of such rights and each Grantor acknowledges that the Administrative Collateral Agent may utilize the power of attorney set forth hereinherein for such purpose. Notwithstanding the foregoing, unless otherwise directed by the Required Lenders, the Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to continue to exercise voting and/or consensual rights with respect to the Pledged Equity. (c) Upon the occurrence and during the continuance of an Event of Default and after notice by the Collateral Agent to the relevant Grantors of the Collateral Agent's intention to exercise its rights hereunder, all distributions that such Grantor is authorized to receive pursuant to clause (a) of the Section shall cease and all such rights shall thereupon become vested, for the ratable benefit of the Secured Parties, in the Collateral Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions. All dividends, interest, principal or other distributions received by any Grantor contrary to the provisions of this Section shall not be commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Collateral Agent, for the ratable benefit of the Secured Parties, and shall be forthwith delivered to the Collateral Agent, for the ratable benefit of the Secured Parties, in the same form as so received (endorsed in a manner reasonably satisfactory to the Collateral Agent). Any and all money and other property paid over to or received by the Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Collateral Agent in an account to be established by the Collateral Agent upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 6.5. (d) Each Grantor hereby authorizes and instructs each issuer Issuer of any Pledged Securities pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Administrative Collateral Agent in writing that (Ax) states that an Event of Default has occurred and is continuing and (By) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each such issuer Issuer shall be fully protected in so complying, and (ii) upon any such instruction following the occurrence and during the continuance of an Event of Default, pay any dividends or other payments with respect to the Investment Property, including Pledged Securities, directly to the Administrative Collateral Agent. (e) After all Events of Default have been cured or waived and the Borrower has delivered to the Collateral Agent a certificate to that effect, (i) the Collateral Agent shall promptly repay to each Grantor (without interest) all dividends, interest, principal or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (a) of the Section and that remain in each Grantor shall have the right to exercise the voting and/or consensual rights and powers that such Grantor would otherwise be entitled to exercise pursuant to paragraph (a) above and that remain in such account and (ii) each Grantor shall have the right to exercise the voting and/or consensual rights and powers that such Grantor would otherwise be entitled to exercise pursuant to the terms of the paragraph (a) above.

Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s 's intent to exercise its corresponding rights pursuant to Section 5.3(b6.3(b), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Equity Interests and all payments made in respect of the Pledged Notes, in each case paid in the normal course of business of the relevant Issuer and consistent with past practice, to the extent not prohibited by permitted in the Credit Agreement, and to exercise all voting, voting and corporate and other ownership (or other similar) rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate or other ownership (or other similar) right exercised or other action taken which which, in the Agent's reasonable judgment, would materially impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Document. (b) If an Event of Default shall occur and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its rights pursuant to this Section 5.3(b): continuing: (i) all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Administrative Agent who shall thereupon have the sole right, but shall be under no obligation, to exercise or refrain from exercising such voting and other consensual rights; rights and (ii) the Administrative Agent shall have the right, without notice to any Grantor (where permitted by applicable law)Grantor, to transfer all or any portion of the Investment Property to its name or the name of its nominee or agent; and (iii) . In addition, the Administrative Agent shall have the rightright at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Property for certificates or instruments of smaller or larger denominations. In order to permit the Administrative Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Administrative Agent all proxies, dividend payment orders and other instruments as the Administrative Agent may from time to time reasonably request and each Grantor acknowledges that the Administrative Agent may utilize the power of attorney set forth herein. (c) Each Grantor hereby authorizes and instructs each issuer Issuer of any Pledged Securities pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Administrative Agent in writing that (Ax) states that an Event of Default has occurred and is continuing and (By) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each such issuer Issuer shall be fully protected in so complying, and (ii) upon any such instruction following the occurrence and during the continuance of an Event of Default, pay any dividends or other payments with respect to the Investment Property, including Pledged Securities, directly to the Administrative Agent.

Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice subject to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 5.3(b)Orders, each Grantor shall be permitted to (i) receive all cash dividends and other distributions paid in respect of the Pledged Equity Interests Stock and all payments made in respect of the Pledged Notes, Notes to the extent not prohibited by permitted in the DIP ABL Credit Agreement, and (ii) to exercise all voting, voting and corporate and other ownership (or other similar) organizational rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate or other ownership (or other similar) organizational right exercised or other action taken which would reasonably be expected to materially impair and adversely affect the rights inuring to a holder of any Pledged Securities or the rights and remedies of any of the Collateral Agent or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, other Secured Party under this Agreement or any other Loan DocumentDocument or the ability of the Secured Parties to exercise the same; provided, further, that the Collateral Agent shall execute and deliver to each Grantor, or cause to be executed and delivered to each Grantor, all such proxies, powers of attorney and other instruments as such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and corporate or other organizational rights it is entitled to exercise pursuant to sub-clause (ii) of this Section 6.3(a). For the avoidance of doubt, an exercise of voting and corporate or other organizational rights with respect to such Pledged Securities shall not be deemed to be material and adverse to any Person if such exercise is made in connection with a transaction not prohibited by the Loan Documents and the Orders. (b) If an Event of Default shall occur and be continuing and subject to the Orders, (i) the Collateral Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities and make application thereof to the Secured Obligations in the order set forth in Section 6.6; provided that after all Events of Default have been cured or waived and each applicable Grantor has delivered to the Administrative Agent certificates to that effect reasonably satisfactory to the Collateral Agent, the Collateral Agent shall, promptly after all such Events of Default have been cured or waived, repay to each applicable Grantor (without interest) all dividends, interest, principal or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of sub-clause (i) of Section 6.3(a) above and that remain, and (ii) the Collateral Agent shall have the right to cause any or all of the Pledged Securities to be registered in the name of the Collateral Agent or its nominee, and the Collateral Agent or its nominee may thereafter during the continuance of such Event of Default exercise (x) all voting, corporate and other rights pertaining to such Pledged Securities at any meeting of shareholders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any Issuer, or upon the exercise by any Grantor or the Collateral Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Agent may reasonably determine), all without liability (except liabilities resulting from the gross negligence or willful misconduct of the Collateral Agent) except to account for property actually received by it, but the 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 unless the Collateral Agent has given notice to the relevant Grantor of the Administrative Agent’s its intent to exercise its as set forth above; provided that after all Events of Default have been cured or waived and each applicable Grantor has delivered to the Administrative Agent certificates to that effect reasonably satisfactory to the Collateral Agent, all rights vested in the Collateral Agent pursuant to this Section 5.3(b): (i) all rights of each Grantor to exercise or refrain from exercising paragraph shall cease, and the Grantors shall have the voting and corporate or other consensual organizational rights which it they would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in to the Administrative Agent who shall thereupon have the sole right, but shall be under no obligation, to exercise or refrain from exercising such voting and other consensual rights; terms of sub-clause (ii) of Section 6.3(a) above and the Administrative Agent shall have the right, without notice to any Grantor (where permitted by applicable law), to transfer all or any portion obligations of the Investment Property to its name or Collateral Agent under the name of its nominee or agent; and (iiisecond proviso in Section 6.3(a) the Administrative Agent shall have the right, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Property for certificates or instruments of smaller or larger denominations. In order to permit the Administrative Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Administrative Agent all proxies, dividend payment orders and other instruments as the Administrative Agent may from time to time reasonably request and each Grantor acknowledges that the Administrative Agent may utilize the power of attorney set forth hereinin effect. (c) Each Grantor hereby authorizes and instructs each issuer Issuer of any Pledged Securities pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Administrative Agent in writing without the consent of such Grantor or any other Person that (Ax) states that an Event of Default has occurred and is continuing and (By) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each such issuer Issuer shall be fully protected in so complying, and (ii) upon any such instruction following the occurrence and during the continuance of after an Event of DefaultDefault has occurred and is continuing, unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Investment Property, including Pledged Securities, Securities directly to the Administrative Collateral Agent.

Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Collateral Agent shall have given notice to the relevant Grantor of the Administrative Collateral Agent’s 's intent to exercise its corresponding rights pursuant to Section 5.3(b6.3(b), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Equity Interests and all payments made in respect of the Pledged Notes, in each case paid in the normal course of business of the relevant Issuer and consistent with past practice, to the extent not prohibited by permitted in the Credit Agreement, and to exercise all voting, voting and corporate and other ownership (or other similar) rights with respect to the Pledged Securities; provided, however, that no vote shall be cast such Grantor will not exercise or corporate will refrain from exercising any such voting and other consensual right pertaining to the Pledged Equity Interests, if such action would have a material adverse effect on the value of any Pledged Equity Interests or other ownership (or other similar) right exercised or other action taken which would materially impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Document. (b) If an Event of Default shall occur and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its rights pursuant to this Section 5.3(b): continuing: (i) all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Administrative Collateral Agent who shall thereupon have the sole right, but shall be under no obligation, to exercise or refrain from exercising such voting and other consensual rights; rights and (ii) the Administrative Collateral Agent shall have the right, without notice to any Grantor (where permitted by applicable law)Grantor, to transfer all or any portion of the Investment Property to its name or the name of its nominee or agent; and (iii) . In addition, the Administrative Collateral Agent shall have the rightright at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Property for certificates or instruments of smaller or larger denominations. In order to permit the Administrative Collateral Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder hereunder, each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Administrative Collateral Agent all proxies, dividend payment orders and other instruments as the Administrative Collateral Agent may from time to time reasonably request in connection with the exercise of such rights and each Grantor acknowledges that the Administrative Collateral Agent may utilize the power of attorney set forth hereinherein for such purpose. (c) Each Grantor hereby authorizes and instructs each issuer Issuer of any Pledged Securities pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Administrative Collateral Agent in writing that (Ax) states that an Event of Default has occurred and is continuing and (By) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each such issuer Issuer shall be fully protected in so complying, and (ii) upon any such instruction following the occurrence and during the continuance of an Event of Default, pay any dividends or other payments with respect to the Investment Property, including Pledged Securities, directly to the Administrative Collateral Agent.

Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Collateral Agent shall have given notice to Holdings or the relevant US Grantor of the Administrative Collateral Agent’s 's intent to exercise its corresponding rights pursuant to Section 5.3(b6.03(b), Holdings and each US Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Borrower Stock and the Pledged Equity Interests and all payments made in respect of the Pledged Notes, in each case paid consistently with past practice, to the extent not prohibited by permitted in the Credit Agreement, and to exercise all voting, voting and corporate and other ownership (or other similar) rights with respect to the Pledged Borrower Stock and the Pledged Securities; provided, however, that no vote shall be cast or corporate or other ownership (or other similar) right exercised or other action taken which would materially impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Document. (b) If an Event of Default shall occur and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its rights pursuant to this Section 5.3(b): continuing: (i) upon written notice from Collateral Agent of its election to exercise the rights under this clause, all rights of Holdings and each US Grantor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Administrative Collateral Agent who shall thereupon have the sole right, but shall be under no obligation, to exercise or refrain from exercising such voting and other consensual rights; , (ii) the Administrative Collateral Agent shall have the right, without notice to any Grantor (where permitted by applicable law)Holdings or the US Grantors, to transfer all or any portion of the Pledged Borrower Stock and the Investment Property constituting Collateral to its name or the name of its nominee or agent; , and (iii) the Administrative Collateral Agent shall have the rightright at any time, without notice to any GrantorHoldings or the US Grantors, to exchange any certificates or instruments representing any Investment Property constituting Pledged Borrower Stock and the Collateral for certificates or instruments of smaller or larger denominations. In If an Event of Default has occurred and is continuing and the Collateral Agent shall have given notice to Holdings or the relevant US Grantor under Section 6.03(b), in order to permit the Administrative Collateral Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder Holdings and each US Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Administrative Collateral Agent all proxies, dividend payment orders and other instruments as the Administrative Collateral Agent may from time to time reasonably request and Holdings and each US Grantor acknowledges that the Administrative Collateral Agent may utilize the power of attorney set forth herein. (c) Each Holdings and each US Grantor hereby authorizes and instructs Borrower and each issuer Issuer of Pledged Borrower Stock and any Pledged Securities constituting Collateral pledged by Holdings or any such US Grantor hereunder to to, while an Event of Default is continuing, (i) comply with any instruction received by it from the Administrative Collateral Agent in writing that (Ax) states that an Event of Default has occurred and is continuing and (By) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from Holdings or such US Grantor, and each Grantor agrees that each such issuer shall be fully protected in so complying, and (ii) upon any such instruction following the occurrence and during the continuance of an Event of Default, pay any dividends or other payments with respect to the Pledged Borrower Stock and Investment Property, including Pledged Securities, directly to the Administrative Collateral Agent.

Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 5.3(b), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Equity Interests and all payments made in respect of the Pledged Notes, to the extent not prohibited by the Credit Agreement, and to exercise all voting, corporate and other ownership (or other similar) rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate or other ownership (or other similar) right exercised or other action taken which would materially impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Document. (b) If an Event of Default shall occur and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its rights pursuant to this Section 5.3(b): (i) all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights and to receive cash dividends paid in respect of the Pledged Equity Interests and payments made in respect of the Pledged Notes, which it would otherwise be entitled to exercise or receive pursuant hereto shall cease and all such rights shall thereupon become vested in the Administrative Agent who shall thereupon have the sole right, but shall be under no obligation, to exercise or refrain from exercising such voting and other consensual rights; (ii) the Administrative Agent shall have the right, without notice to any Grantor (where permitted by applicable law), to transfer all or any portion of the Investment Property to its name or the name of its nominee or agent; and (iii) the Administrative Agent shall have the right, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Property for certificates or instruments of smaller or larger denominations. In order to permit the Administrative Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Administrative Agent all proxies, dividend payment orders and other instruments as the Administrative Agent may from time to time reasonably request and each Grantor acknowledges that the Administrative Agent may utilize the power of attorney set forth herein. (c) Each Grantor hereby authorizes and instructs each issuer of any Pledged Securities pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Administrative Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each such issuer shall be fully protected in so complying, and (ii) upon any such instruction following the occurrence and during the continuance of an Event of Default, pay any dividends or other payments with respect to the Investment Property, including Pledged Securities, directly to the Administrative Agent.

Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Notes Agent shall have given three (3) Business Days’ prior written notice to the relevant Grantor of the Administrative Notes Agent’s intent to exercise its corresponding rights pursuant to Section 5.3(b6.2(b) (which notice shall be deemed to have been given immediately upon the occurrence of an Event of Default under Section 6.01(e), Section 6.01(f), or Section 6.01(g) of the Note Purchase Agreement, other than to the extent such right is waived or revoked in writing by the Requisite Holders), each Grantor shall be permitted to (i) receive all cash dividends dividends, interest, principal or other payments or distributions paid in respect of the Pledged Equity Interests and all payments or made in respect of the Pledged NotesSecurities, to the extent not prohibited by the Credit Agreement, Note Purchase Agreement and to (ii) exercise all voting, voting and corporate and or other ownership (or other similar) rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate or other ownership (or other similar) right exercised or other action taken which would reasonably be expected to materially impair and adversely affect the Collateral or which would be inconsistent with or result in any violation rights inuring to a holder of any provision Pledged Securities or the rights and remedies of the Credit Agreement, Notes Agent or the other Secured Parties under this Agreement or any other Loan Transaction Document or the ability of the Secured Parties to exercise the same or which would violate any provision of this Agreement or any other Transaction Document. (b) If an Event of Default shall occur and be continuing and the Administrative Notes Agent shall have given three (3) Business Days’ prior written notice to the relevant Grantor Company of the Administrative Notes Agent’s intent to exercise execute its rights pursuant to this Section 5.3(b6.2(b) (which notice shall be deemed to have been given immediately upon the occurrence of an Event of Default under Section 6.01(e), Section 6.01(f), or Section 6.01(g) of the Note Purchase Agreement, other than to the extent such right is waived or revoked in writing by the Requisite Holders): (i) the Notes Agent shall have the right to receive any and all dividends, interest, principal or other payments or distributions paid in respect to the Pledged Securities included in the Collateral and make application thereof to the Obligations in accordance with Section 6.4, (ii) all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Administrative Notes Agent who which shall thereupon have the sole right, but shall be under no obligation, to exercise or refrain from exercising such voting and other consensual rights; rights and (iiiii) the Administrative Notes Agent shall have the right, without notice to any Grantor (where permitted by applicable law)Grantor, to transfer all or any portion of the Investment Property included in the Collateral to its name or the name of its nominee or agent; agent or the name of the applicable Grantor, endorsed or assigned in blank in favor of the Notes Agent, and (iii) each Grantor will, upon request, promptly give to the Administrative Notes Agent copies of any notices or other communications received by it with respect to Pledged Securities included in the Collateral registered in the name of such Grantor. In addition, if an Event of Default has occurred and is continuing, the Notes Agent shall have the rightright at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Property included in the Collateral for certificates or instruments of smaller or larger denominations. In order to permit the Administrative Notes Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder if an Event of Default has occurred and is continuing, each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Administrative Notes Agent all proxies, dividend payment orders and other instruments as the Administrative Notes Agent may from time to time reasonably request request, and each Grantor acknowledges that the Administrative Notes Agent may utilize the power of attorney set forth herein. All dividends, interest, principal or other payments or distributions received by any Grantor contrary to the provisions of this Section 6.2(b) shall be segregated and held in trust for the benefit of the Notes Agent and shall be promptly delivered to the Notes Agent in the same form as so received (with any necessary endorsement reasonably requested by the Notes Agent). (c) Each Any notice given by the Notes Agent to the Company or any other Grantor under this Section 6.2 (i) may be given with respect to one or more of the Grantors at the same or different times and (ii) may suspend the rights of the Grantors under paragraph (a) or (b) of this Section 6.2 in part without suspending all such rights (as specified by the Notes Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Notes Agent’s rights to give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing. (d) Subject to the Intercreditor Agreement, each Grantor hereby authorizes and instructs each issuer Issuer of any Pledged Securities pledged by such Grantor hereunder to (i) comply with any instruction received by it after the occurrence and during the continuation of an Event of Default from the Administrative Notes Agent in writing that (Ax) states that an Event of Default has occurred and is continuing and (By) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each such issuer Issuer shall be fully protected in so complying, and (ii) upon any such instruction following the occurrence and during the continuance of an Event of Defaultunless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Investment Property, including Pledged Securities, Securities directly to the Administrative Notes Agent.

Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Collateral Agent shall have given notice to the relevant Grantor of the Administrative Collateral Agent’s intent to exercise its corresponding rights pursuant to Section 5.3(b6.3(b), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Equity Interests and all payments made in respect of the Pledged Notes, in each case paid in the normal course of business of the relevant Issuer and consistent with past practice, to the extent not prohibited by permitted in the Credit Agreement, and to exercise all voting, voting and corporate and other ownership (or other similar) rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate or other ownership (or other similar) right exercised or other action taken which which, in the Collateral Agent’s reasonable judgment, would materially impair the Pledged Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Document. (b) If an Event of Default shall occur and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its rights pursuant to this Section 5.3(b): continuing: (i) all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Administrative Collateral Agent who shall thereupon have the sole right, but shall be under no obligation, to exercise or refrain from exercising such voting and other consensual rights; rights and (ii) the Administrative Collateral Agent shall have the right, without notice to any Grantor (where permitted by applicable law)Grantor, to transfer all or any portion of the Investment Property to its name or the name of its nominee or agent; and (iii) provided, however, that the Administrative Collateral Agent will not have the right to vote, to give consents, ratifications or waivers or to take any other action with respect to the Equity Interests of any Applicable Subsidiary to the extent that such action would require prior regulatory approval under the applicable Requirements of Law, unless such approval shall have been granted, and, provided, further, that the right of the Collateral Agent to sell or otherwise dispose of the Equity Interests of any Applicable Subsidiary shall be subject to the Collateral Agent or the relevant Grantor obtaining, to the extent necessary under applicable Requirements of Law, the prior approval of such sale or other disposition by the Governmental Authority having jurisdiction with respect to such Applicable Subsidiary. In addition, the Collateral Agent shall have the rightright at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Property for certificates or instruments of smaller or larger denominations. In order to permit the Administrative Collateral Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Administrative Collateral Agent all proxies, dividend payment orders and other instruments as the Administrative Collateral Agent may from time to time reasonably request and each Grantor acknowledges that the Administrative Collateral Agent may utilize the power of attorney set forth herein. (c) Each Grantor hereby authorizes and instructs each issuer Issuer of any Pledged Securities pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Administrative Collateral Agent in writing that (Ax) states that an Event of Default has occurred and is continuing and (By) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each such issuer Issuer shall be fully protected in so complying, and (ii) upon any such instruction following the occurrence and during the continuance of an Event of Default, pay any dividends or other payments with respect to the Investment Property, including Pledged Securities, directly to the Administrative Collateral Agent.

Pledged Securities. 36.1 On the Closing Date and from time to time thereafter, except as otherwise provided in the Schedules to the Borrowing Base Certificate to be delivered in accordance with the terms of the Credit Agreement, each Pledgor shall deliver or cause to be delivered to the Administrative Agent certificates representing the shares of capital stock constituting Pledged Securities duly endorsed in blank by such Pledgor as the record owner thereof or accompanied by stock powers duly executed in blank by such Pledgor as such record owner and in form appropriate in the reasonable judgment of the Administrative Agent to permit the transfer of record ownership of such shares to the Administrative Agent or its nominee. 36.2 Unless an Event of Default shall have occurred and be continuing and subject to the Credit Agreement, each Pledgor shall have the right to receive and to retain all cash dividends, interest and distributions paid upon the Pledged Securities. The Administrative Agent shall have the right to receive and to retain as additional Pledged Collateral hereunder all other non-cash dividends, interest and distributions issued or made upon or in substitution or exchange for or with respect to the Pledged Securities, including, without limitation, shares issued as a result of any reclassification, stock split, split-up or other corporate reorganization, and each Pledgor shall take all such action as the Administrative Agent may reasonably deem necessary or appropriate to give effect to such right. All such other non-cash dividends, interest and shares and distributions that are received by any Pledgor shall be received in trust for the benefit of the Banks and shall forthwith be delivered over to the Administrative Agent, for the benefit of the Banks, as Pledged Collateral in the same form as received (awith any necessary endorsements) in accordance with Section 3(a) and the same shall thereafter be Pledged Securities hereunder. 36.3 Unless an Event of Default shall have occurred and be continuing and the Pledgors shall have received written notice from the Administrative Agent to the contrary, Pledgors shall have given notice the right, from time to time, to vote and to give consents, ratifications and waivers with respect to its Pledged Securities. Notwithstanding the relevant Grantor foregoing, each Pledgor agrees not to exercise such rights in a manner that would violate any provision of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 5.3(b), each Grantor shall be permitted to receive all cash dividends paid Loan Documents. 36.4 The security interests in respect of the Pledged Equity Interests Securities are granted as security only and all payments made shall not subject the Administrative Agent or the Banks to, or transfer or in respect any way affect or modify, any obligation or liability of the Pledged Notes, to the extent not prohibited by the Credit Agreement, and to exercise all voting, corporate and other ownership (or other similar) rights such Pledgor with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate or other ownership (or other similar) right exercised or other action taken which would materially impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement Securities or any other Loan Documenttransaction in connection therewith. (b) If an Event of Default shall occur and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its rights pursuant to this Section 5.3(b): (i) all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Administrative Agent who shall thereupon have the sole right, but shall be under no obligation, to exercise or refrain from exercising such voting and other consensual rights; (ii) the Administrative Agent shall have the right, without notice to any Grantor (where permitted by applicable law), to transfer all or any portion of the Investment Property to its name or the name of its nominee or agent; and (iii) the Administrative Agent shall have the right, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Property for certificates or instruments of smaller or larger denominations. In order to permit the Administrative Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Administrative Agent all proxies, dividend payment orders and other instruments as the Administrative Agent may from time to time reasonably request and each Grantor acknowledges that the Administrative Agent may utilize the power of attorney set forth herein. (c) Each Grantor hereby authorizes and instructs each issuer of any Pledged Securities pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Administrative Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each such issuer shall be fully protected in so complying, and (ii) upon any such instruction following the occurrence and during the continuance of an Event of Default, pay any dividends or other payments with respect to the Investment Property, including Pledged Securities, directly to the Administrative Agent.

Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor Borrower and Guarantors of the Administrative Agent’s 's intent to exercise its corresponding rights pursuant to Section 5.3(bSubsection 5.1(b), each Grantor Borrower shall be permitted to receive all cash dividends distributions paid in respect of the Pledged Equity Interests Stock and all payments made in respect of the Pledged Notes. Unless an Event of Default shall have occurred and be continuing and Administrative Agent shall have given notice to Borrower and Guarantors of Administrative Agent's intent to exercise its corresponding rights pursuant to Subsection 5.1(b), to the extent not prohibited by the Credit Agreement, and Borrower shall be permitted to exercise all voting, voting and corporate and other ownership (or other similar) rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate or other ownership (or other similar) right exercised or other action taken which which, in Administrative Agent's reasonable judgment, would materially impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement Agreement, or any other Loan Document. (b) If an Event of Default shall occur and be continuing and the Administrative Agent shall have deliver written notice (which notice need not be given notice to during the relevant Grantor continuation of any Event of Default described in Subsections 8.01 (g) or (h) of the Administrative Agent’s Credit Agreement) of its intent to exercise its rights pursuant to this Section 5.3(b): (i) all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Administrative Agent who shall thereupon have the sole rightto Borrower and Guarantors, but shall be under no obligation, to exercise or refrain from exercising such voting and other consensual rights; (ii) the Administrative Agent shall have the rightright to receive any and all cash dividends, without notice to any Grantor (where permitted by applicable law)payments, to transfer all or any portion other Proceeds paid in respect of the Investment Property Pledged Securities and make application thereof to the Borrower Obligations and Guarantor Obligations in such order as Administrative Agent may determine. If an Event of Default shall have occurred and be continuing and Administrative Agent shall deliver written notice (which notice need not be given during the continuation of any Event of Default described in Subsections 8.01 (g) or (h) of the Credit Agreement) of its name intent to exercise such rights to Borrower and Guarantors, any or all of the Pledged Securities shall be registered in the name of Administrative Agent or its nominee, and Administrative Agent or its nominee may thereafter exercise (i) all voting, corporate, and other rights pertaining to such Pledged Securities at any meeting of shareholders of the relevant Issuer or agent; Issuers or otherwise and (iiiii) any and all rights of conversion, exchange, subscription and any other rights, privileges, or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization, or other fundamental change in the corporate structure of any Issuer, or upon the exercise by Borrower, Guarantors, or Administrative Agent of any right, privilege, or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar, or other designated agency upon such terms and conditions as Administrative Agent may determine), all without liability except to account for property actually received by it, but Administrative Agent shall have the no duty to Borrower or Guarantors to exercise any such right, without notice privilege, or option and shall not be responsible for any failure to any Grantor, to exchange any certificates do so or instruments representing any Investment Property for certificates or instruments of smaller or larger denominations. In order to permit the Administrative Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Administrative Agent all proxies, dividend payment orders and other instruments as the Administrative Agent may from time to time reasonably request and each Grantor acknowledges that the Administrative Agent may utilize the power of attorney set forth hereindelay in so doing. (c) Each Grantor Borrower and Guarantors hereby authorizes authorize and instructs instruct each issuer Issuer of any Pledged Securities pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Administrative Agent in writing that (Ax) states that an Event of Default has occurred and is continuing and (By) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such GrantorBorrower or Guarantors, and each Grantor agrees Borrower and Guarantors agree that each such issuer Issuer shall be fully protected in so complying, and (ii) upon any such instruction following the occurrence and during the continuance of an Event of Defaultunless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Investment Property, including Pledged Securities, Securities directly to the Administrative Agent.

Pledged Securities. (a) a. Unless an Event of a Collateral Trust Parity Lien Default shall have occurred and be continuing and the Administrative Agent Collateral Trustee shall have given notice to the relevant Grantor of the Administrative Agent’s Collateral Trustee's intent to exercise its corresponding rights pursuant to Section 5.3(b), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Equity Interests and all payments made in respect of the Pledged Notes, in each case paid in the normal course of business of the relevant Issuer and consistent with past practice, to the extent not prohibited by permitted in the Credit AgreementIndenture, and to exercise all voting, voting and corporate and other ownership (or other similar) rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate or other ownership (or other similar) right exercised or other action taken which which, in the Collateral Trustee's reasonable judgment, would materially impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Collateral Parity Lien Document. (b) b. If an Event of a Collateral Trust Parity Lien Default shall occur and be continuing and the Administrative Agent Collateral Trustee shall have given the notice referred to the relevant Grantor of the Administrative Agent’s intent to exercise its rights pursuant to this in Section 5.3(b5.3(a): (i) all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Administrative Agent Collateral Trustee who shall thereupon have the sole right, but shall be under no obligation, to exercise or refrain from exercising such voting and other consensual rights; rights and (ii) the Administrative Agent Collateral Trustee shall have the right, without notice to any Grantor (where permitted by applicable law)Grantor, to transfer all or any portion of the Investment Property to its name or the name of its nominee or agent; and (iii) . In addition, the Administrative Agent Collateral Trustee shall have the rightright at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Property for certificates or instruments of smaller or larger denominations. In order to permit the Administrative Agent Collateral Trustee to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Administrative Agent Collateral Trustee all proxies, dividend payment orders and other instruments as the Administrative Agent Collateral Trustee may from time to time reasonably request and each Grantor acknowledges that the Administrative Agent Collateral Trustee may utilize the power of attorney set forth herein. (c) c. Each Grantor hereby authorizes and instructs each issuer Issuer of any Pledged Securities pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Administrative Agent Collateral Trustee in writing that (Ax) states that an Event of a Collateral Trust Parity Lien Default has occurred and is continuing and (By) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each such issuer Issuer shall be fully protected in so complying, and (ii) upon any such instruction following the occurrence and during the continuance of an Event of a Collateral Trust Parity Lien Default, pay any dividends or other payments with respect to the Investment Property, including Pledged Securities, directly to the Administrative AgentCollateral Trustee.

Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Canadian Collateral Agent shall have given notice to the relevant Grantor of the Administrative Canadian Collateral Agent’s intent to exercise its corresponding rights pursuant to Section 5.3(b6.3(b), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Equity Interests and all payments made in respect of the Pledged Notes, in each case paid in the normal course of business of the relevant Issuer and consistent with past practice, to the extent not prohibited by permitted in the Credit Agreement, and to exercise all voting, voting and corporate and other ownership (or other similar) rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate or other ownership (or other similar) right exercised or other action taken which which, in the Canadian Collateral Agent’s reasonable judgment, would materially impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Document. (b) If an Event of Default shall occur and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its rights pursuant to this Section 5.3(b): continuing: (i) all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Administrative Canadian Collateral Agent who shall thereupon have the sole right, but shall be under no obligation, to exercise or refrain from exercising such voting and other consensual rights; , and (ii) the Administrative Canadian Collateral Agent shall have the right, without notice to any Grantor (where permitted by applicable law)Grantor, to transfer all or any portion of the Investment Property to its name or the name of its nominee or agent; and (iii) . In addition, the Administrative Canadian Collateral Agent shall have the rightright at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Property for certificates or instruments of smaller or larger denominations. In order to permit the Administrative Canadian Collateral Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Administrative Canadian Collateral Agent all proxies, dividend payment orders and other instruments as the Administrative Canadian Collateral Agent may from time to time reasonably request and each Grantor acknowledges that the Administrative Canadian Collateral Agent may utilize the power of attorney set forth herein. (c) Each Grantor hereby authorizes and instructs each issuer Issuer of any Pledged Securities pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Administrative Canadian Collateral Agent in writing that (Ax) states that an Event of Default has occurred and is continuing and (By) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each such issuer Issuer shall be fully protected in so complying, and (ii) upon any such instruction following the occurrence and during the continuance of an Event of Defaultunless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Investment Property, including Pledged Securities, Securities directly to the Administrative Canadian Collateral Agent.

Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Collateral Agent shall have given notice to the relevant Grantor of the Administrative Collateral Agent’s intent to exercise its corresponding rights pursuant to Section 5.3(b7.01(b) (it being acknowledged and agreed that the Collateral Agent shall not be required to deliver any such notice in connection with an Event of Default under Section 11.01(f) or (g) of the Credit Agreement or if the delivery of such notice is otherwise prohibited by applicable law), each Grantor shall be permitted to receive (i) all cash dividends paid in respect of the Pledged Equity Interests Securities and (ii) all payments made in respect of the Pledged Notes, to the extent not prohibited by permitted in the Credit Agreement, and to exercise all voting, corporate and other ownership (or other similar) organizational rights with respect to the Pledged SecuritiesInvestment Property; provided, however, that no vote shall be cast or corporate or other ownership (or other similar) organizational right exercised or other action taken which which, in the Collateral Agent’s judgment, would materially impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan DocumentSecured Agreement. (b) If an Event of Default shall occur and be continuing and the Administrative Collateral Agent shall have given give written notice of its intent to exercise such rights to the relevant Grantor or Grantors (it being acknowledged and agreed that the Collateral Agent shall not be required to deliver any such notice in connection with an Event of Default under Section 11.01(f) or (g) of the Administrative Agent’s intent to exercise its rights pursuant to this Section 5.3(b): Credit Agreement or if the delivery of such notice is otherwise prohibited by applicable law), (i) all rights of each any Grantor to exercise or refrain from exercising the voting receive dividends, interest and other consensual rights principal which it would otherwise be entitled such Grantor is authorized to exercise receive pursuant hereto to Section 7.01(a) shall cease cease, and all such rights shall thereupon become vested in the Administrative Collateral Agent, and the Collateral Agent who shall thereupon have the sole rightright to receive any and all cash dividends, but payments or other Proceeds paid in respect of the Investment Property and make application thereof to the Secured Obligations in such order as the Collateral Agent may determine (and all dividends, payments or other Proceeds which are received by any Grantor contrary to the provisions of this Section 7.01(b) shall be under no obligationheld in trust for the benefit of the Collateral Agent, shall be segregated from other property or funds of such Grantor and shall be immediately delivered to exercise or refrain from exercising such voting the Collateral Agent in the same form as so received (with any necessary endorsement)), and other consensual rights; (ii) the Administrative Collateral Agent shall have or its nominee may exercise (whether or not the right, without notice to any Grantor (where permitted by applicable law), to transfer all Collateral or any portion of the Investment Property to its name or has been transferred into the name of the Collateral Agent or its nominee nominee) (A) all voting, corporate, consenting and other organizational rights pertaining to such Investment Property at any meeting of shareholders (or agent; other equivalent body) of the relevant Issuer or Issuers or in the absence of any such meeting or otherwise (and each Grantor hereby grants to the Collateral Agent a present, irrevocable proxy, coupled with an interest and hereby constitutes and appoints the Collateral Agent as such Grantor’s proxy with full power, in the same manner, to the same extent and with the same effect as if such Grantor were to do the same, to exercise such rights) and (iiiB) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Investment Property as if it were the Administrative absolute owner thereof (including, the right to exchange at its discretion any and all of the Investment Property upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other organizational structure of any Issuer, or upon the exercise by any Grantor or the Collateral Agent of any right, privilege or option pertaining to such Investment Property, and in connection therewith, the right to deposit and deliver any and all of the Investment Property with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Agent may determine), all without liability except to account for property actually received by it, but the Collateral Agent shall have the no duty to any Grantor to exercise any such right, without notice privilege or option and shall not be responsible for any failure to any Grantordo so or delay in so doing. As further assurance of the proxy granted hereby, each Grantor shall from time to exchange any certificates or time execute and deliver to the Collateral Agent, all such additional written proxies and other instruments representing any Investment Property as the Collateral Agent shall reasonably request for certificates or instruments the purpose of smaller or larger denominations. In order to permit enabling the Administrative Collateral Agent to exercise the voting and other consensual rights which it may be is entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Administrative Agent all proxies, dividend payment orders and other instruments as the Administrative Agent may from time to time reasonably request and each Grantor acknowledges that the Administrative Agent may utilize the power of attorney set forth herein. (c) hereunder. Each Grantor hereby authorizes and instructs each issuer of revokes any Pledged Securities pledged proxy or proxies heretofore given by such Grantor hereunder to (i) comply with any instruction received by it from the Administrative Agent in writing that (A) states that an Event of Default has occurred person or persons whatsoever and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without agrees not to give any other or further instructions from such Grantor, proxies in derogation hereof until this Agreement is no longer in full force and each Grantor agrees that each such issuer shall be fully protected in so complying, and (ii) upon any such instruction following the occurrence and during the continuance of an Event of Default, pay any dividends or other payments with respect to the Investment Property, including Pledged Securities, directly to the Administrative Agenteffect as hereinafter provided.

Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Collateral Agent shall have given notice to the relevant Grantor of the Administrative Collateral Agent’s intent to exercise its corresponding rights pursuant to Section 5.3(b6.3(b), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Equity Interests and all payments made in respect of the Pledged Notes, to in each case paid in the extent not prohibited by normal course of business of the Credit Agreement, relevant Issuer and consistent with past practice and to exercise all voting, voting and corporate and other ownership (or other similar) rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate or other ownership (or other similar) right exercised or other action taken which which, in the Collateral Agent’s reasonable judgment, would materially impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Note Purchase Agreement, the Credit Agreement, this Agreement Agreement, any Note Documents or any other Loan Document. (b) If an Event of Default shall occur and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its rights pursuant to this Section 5.3(b): continuing: (i) all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Administrative Collateral Agent who shall thereupon have the sole right, but shall be under no obligation, to exercise or refrain from exercising such voting and other consensual rights; rights and (ii) the Administrative Collateral Agent shall have the right, without notice to any Grantor (where permitted by applicable law)Grantor, to transfer all or any portion of the Investment Property to its name or the name of its nominee or agent; and (iii) . In addition, the Administrative Collateral Agent shall have the rightright at any time when an Event of Default has occurred and is continuing, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Property for certificates or instruments of smaller or larger denominations. In order to permit the Administrative Collateral Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Administrative Collateral Agent all proxies, dividend payment orders and other instruments as the Administrative Collateral Agent may from time to time reasonably request and each Grantor acknowledges that the Administrative Collateral Agent may utilize the power of attorney set forth herein. (c) Each Grantor hereby authorizes and instructs each issuer Issuer of any Pledged Securities pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Administrative Collateral Agent in writing that (Ax) states that an Event of Default has occurred and is continuing and (By) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each such issuer Issuer shall be fully protected in so complying, and (ii) upon any such instruction following the occurrence and during the continuance of an Event of Defaultunless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Investment Property, including Pledged Securities, Securities directly to the Administrative Collateral Agent.

Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Collateral Agent shall have given written notice to the relevant Grantor of the Administrative Collateral Agent’s intent to exercise its corresponding rights pursuant to Section 5.3(b6.3(b), each Grantor shall be permitted to receive all cash dividends dividends, interest, principal or other payments or distributions paid in respect of the Pledged Equity Interests and all payments or made in respect of the Pledged NotesSecurities, to the extent not prohibited by the Credit Agreement, and to exercise all voting, voting and corporate and or other ownership (or other similar) rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate or other ownership (or other similar) right exercised or other action taken which would materially reasonably be expected to impair in any material respect the value of the assets included in the Collateral or which would be inconsistent with or result in any violation of violate any provision of the Credit Agreement, this Agreement or any other Loan Document. (b) If an Event of Default shall occur and be continuing and the Administrative Collateral Agent (or the Term Collateral Agent (under and as defined in the ABL Intercreditor Agreement) pursuant to the ABL Intercreditor Agreement) shall have given written notice to the relevant Grantor ABL Administrative Borrower of the Administrative Collateral Agent’s (or the Term Collateral Agent’s (under and as defined in the ABL Intercreditor Agreement) pursuant to the ABL Intercreditor Agreement) intent to exercise execute its rights pursuant to this Section 5.3(b6.3(b): (i) the Collateral Agent (or the Term Collateral Agent (under and as defined in the ABL Intercreditor Agreement) pursuant to the ABL Intercreditor Agreement) shall have the right to receive any and all dividends, interest, principal or other payments or distributions paid in respect to the Pledged Securities included in the Collateral and make application thereof to the Obligations in accordance with Section 6.5 hereof, (ii) all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Administrative Collateral Agent who (or the Term Collateral Agent (under and as defined in the ABL Intercreditor Agreement) pursuant to the ABL Intercreditor Agreement) which shall thereupon have the sole right, but shall be under no obligation, to exercise or refrain from exercising such voting and other consensual rights; rights and (iiiii) the Administrative Collateral Agent (or the Term Collateral Agent (under and as defined in the ABL Intercreditor Agreement) pursuant to the ABL Intercreditor Agreement) shall have the right, without notice to any Grantor (where permitted by applicable law)Grantor, to transfer all or any portion of the Investment Property included in the Collateral to its name or the name of its nominee or agent; agent or the name of the applicable Grantor, endorsed or assigned in blank in favor of the Collateral Agent (or the Term Collateral Agent (under and as defined in the ABL Intercreditor Agreement) pursuant to the ABL Intercreditor Agreement), and each Grantor will promptly following request give to the Collateral Agent (iiior the Term Collateral Agent (under and as defined in the ABL Intercreditor Agreement) pursuant to the Administrative ABL Intercreditor Agreement) copies of any notices or other communications received by it with respect to Pledged Securities included in the Collateral registered in the name of such Grantor. In addition, if an Event of Default has occurred and is continuing, the Collateral Agent (or the Term Collateral Agent (under and as defined in the ABL Intercreditor Agreement) pursuant to the ABL Intercreditor Agreement) shall have the rightright at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Property included in the Collateral for certificates or instruments of smaller or larger denominations. In order to permit the Administrative Collateral Agent (or the Term Collateral Agent (under and as defined in the ABL Intercreditor Agreement) pursuant to the ABL Intercreditor Agreement) to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder if an Event of Default has occurred and is continuing each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Administrative Collateral Agent (or the Term Collateral Agent (under and as defined in the ABL Intercreditor Agreement) pursuant to the ABL Intercreditor Agreement) all proxies, dividend payment orders and other instruments as the Administrative Collateral Agent (or the Term Collateral Agent (under and as defined in the ABL Intercreditor Agreement) pursuant to the ABL Intercreditor Agreement) may from time to time reasonably request and each Grantor acknowledges that the Administrative Collateral Agent (or the Term Collateral Agent (under and as defined in the ABL Intercreditor Agreement) pursuant to the ABL Intercreditor Agreement) may utilize the power of attorney set forth herein. All dividends, interest, principal or other payments or distributions received by any Grantor contrary to the provisions of this Section 6.3(b) shall be held in trust for the benefit of the Collateral Agent (or the Term Collateral Agent (under and as defined in the ABL Intercreditor Agreement) pursuant to the ABL Intercreditor Agreement), shall be segregated from other property or funds of such Grantor and shall be promptly delivered to the Collateral Agent (or the Term Collateral Agent (under and as defined in the ABL Intercreditor Agreement) pursuant to the ABL Intercreditor Agreement) upon demand in the same form as so received (with any necessary endorsement reasonably requested by the Collateral Agent (or the Term Collateral Agent (under and as defined in the ABL Intercreditor Agreement) pursuant to the ABL Intercreditor Agreement)). (c) Any notice given by the Collateral Agent (or the Term Collateral Agent (under and as defined in the ABL Intercreditor Agreement) pursuant to the ABL Intercreditor Agreement) to the ABL Administrative Borrower or any other Grantor under this Section 6.3 (i) shall be given in writing, (ii) may be given with respect to one or more of the Grantors at the same or different times and (iii) may suspend the rights of the Grantors under paragraph (a) or (b) of this Section 6.3 in part without suspending all such rights (as specified by the Collateral Agent (or the Term Collateral Agent (under and as defined in the ABL Intercreditor Agreement) pursuant to the ABL Intercreditor Agreement) in its sole and absolute discretion) and without waiving or otherwise affecting the Collateral Agent’s (or the Term Collateral Agent’s (under and as defined in the ABL Intercreditor Agreement) pursuant to the ABL Intercreditor Agreement) rights to give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing. (d) Each Grantor hereby authorizes and instructs each issuer Issuer of any Pledged Securities pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Administrative Collateral Agent (or the Term Collateral Agent (under and as defined in the ABL Intercreditor Agreement) pursuant to the ABL Intercreditor Agreement) in writing that (Ax) states that an Event of Default has occurred and is continuing and (By) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each such issuer Issuer shall be fully protected in so complying, and (ii) upon any unless otherwise expressly permitted hereby, if the Collateral Agent (or the Term Collateral Agent (under and as defined in the ABL Intercreditor Agreement) pursuant to the ABL Intercreditor Agreement) notifies such instruction following the occurrence and during the continuance of Issuer in writing that an Event of DefaultDefault has occurred and is continuing, pay any dividends or other payments with respect to the Investment Property, including Pledged Securities, Securities directly to the Administrative AgentCollateral Agent (or the Term Collateral Agent (under and as defined in the ABL Intercreditor Agreement) pursuant to the ABL Intercreditor Agreement).

Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Collateral Agent shall have given notice to the relevant Grantor of the Administrative Collateral Agent’s intent to exercise its corresponding rights pursuant to Section 5.3(b5.03(b), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Equity Interests and all payments made in respect of the Pledged Notes, in each case paid in the normal course of business of the relevant Issuer and consistent with past practice, to the extent not prohibited by permitted in the Credit Agreement, and to exercise all voting, voting and corporate and other ownership (or other similar) rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate or other ownership (or other similar) right exercised or other action taken which which, in the Collateral Agent’s reasonable judgment, would materially impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Document. (b) If an Event of Default shall occur and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its rights pursuant to this Section 5.3(b): continuing: (i) all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Administrative Collateral Agent who shall thereupon have the sole right, but shall be under no obligation, to exercise or refrain from exercising such voting and other consensual rights; rights and (ii) the Administrative Collateral Agent shall have the right, without notice to any Grantor (where permitted by applicable law)Grantor, to transfer all or any portion of the Investment Property to its name or the name of its nominee or agent; and (iii) . In addition, the Administrative Collateral Agent shall have the rightright at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Property for certificates or instruments of smaller or larger denominations. In If an Event of Default has occurred and is continuing, in order to permit the Administrative Collateral Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Administrative Collateral Agent all proxies, dividend payment orders and other instruments as the Administrative Collateral Agent may from time to time reasonably request and each Grantor acknowledges that the Administrative Collateral Agent may utilize the power of attorney set forth herein; provided that, immediately upon waiver or cure of such Event of Default, all such rights shall, automatically and without further action by any party hereto, revert to such Grantor. (c) Each Grantor hereby authorizes and instructs each issuer Issuer of any Pledged Securities pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Administrative Collateral Agent in writing that (Ax) states that an Event of Default has occurred and is continuing and (By) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, Grantor and each Grantor agrees that each such issuer Issuer shall be fully protected in so complying, and (ii) upon any such instruction following the occurrence and during the continuance of an Event of Default, pay any dividends or other payments with respect to the Investment Property, including Pledged Securities, directly to the Administrative Collateral Agent.

Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Collateral Agent shall have given notice to the relevant Grantor of the Administrative Collateral Agent’s intent to exercise its corresponding rights pursuant to Section 5.3(b6.3(b), each the Grantor shall be permitted to (i) receive all cash dividends and other distributions paid in respect of the Pledged Equity Interests and all payments made in respect of the Pledged Notes, Securities to the extent not prohibited by permitted in the Credit Agreement, and (ii) to exercise all voting, voting and corporate and other ownership (or other similar) organizational rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate or other ownership (or other similar) organizational right exercised or other action taken which would reasonably be expected to materially impair and adversely affect the rights inuring to a holder of any Pledged Securities or the rights and remedies of any of the Collateral Agent or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, other Secured Party under this Agreement or any other Loan DocumentDocument or the ability of the Secured Parties to exercise the same; provided, further, that the Collateral Agent shall execute and deliver to the Grantor, or cause to be executed and delivered to the Grantor, all such proxies, powers of attorney and other instruments as the Grantor may reasonably request for the purpose of enabling the Grantor to exercise the voting and corporate or other organizational rights it is entitled to exercise pursuant to sub-clause (ii) of this Section 6.3(a). For the avoidance of doubt, an exercise of voting and corporate or other organizational rights with respect to such Pledged Securities shall not be deemed to be material and adverse to any Person if such exercise is made in connection with a transaction not prohibited by the Credit Agreement and the other Loan Documents. (b) If an Event of Default shall occur and be continuing and the Administrative Collateral Agent shall give notice of its intent to exercise such rights to the Grantor (which notice shall not be required if an Event of Default under clause (i) or (ii) of Section 8.1(f) of the Credit Agreement shall have occurred and be continuing) and subject to, in the case of Term Facility First Priority Collateral, the rights of the Term Collateral Agent and the obligations of the Grantor under the Term Loan Documents and the ABL Intercreditor Agreement, (i) the Collateral Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities and make application thereof to the Secured Obligations in the order set forth in Section 6.6; provided that after all Events of Default have been cured or waived and the Grantor has delivered to the Administrative Agent certificates to that effect reasonably satisfactory to the Collateral Agent, the Collateral Agent shall, promptly after all such Events of Default have been cured or waived, repay the Grantor (without interest) all dividends, interest, principal or other distributions that the Grantor would otherwise be permitted to retain pursuant to the terms of sub-clause (i) of Section 6.3(a) above and that remain, and (ii) the Collateral Agent shall have the right to cause any or all of the Pledged Securities to be registered in the name of the Collateral Agent or its nominee, and the Collateral Agent or its nominee may thereafter during the continuance of such Event of Default exercise (x) all voting, corporate and other rights pertaining to such Pledged Securities at any meeting of shareholders of the Borrower or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of the Borrower, or upon the exercise by the Grantor or the Collateral Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Agent may reasonably determine), all without liability (except liabilities resulting from the gross negligence or willful misconduct of the Collateral Agent) except to account for property actually received by it, but the Collateral Agent shall have no duty to 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 unless the Collateral Agent has given notice to the relevant Grantor of the Administrative Agent’s its intent to exercise its as set forth above; provided that after all Events of Default have been cured or waived and the Grantor has delivered to the Administrative Agent certificates to that effect reasonably satisfactory to the Collateral Agent, all rights vested in the Collateral Agent pursuant to this Section 5.3(b): (i) all rights of each paragraph shall cease, and the Grantor to exercise or refrain from exercising shall have the voting and corporate or other consensual organizational rights which it they would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in to the Administrative Agent who shall thereupon have the sole right, but shall be under no obligation, to exercise or refrain from exercising such voting and other consensual rights; terms of sub-clause (ii) of Section 6.3(a) above and the Administrative Agent shall have the right, without notice to any Grantor (where permitted by applicable law), to transfer all or any portion obligations of the Investment Property to its name or Collateral Agent under the name of its nominee or agent; and (iiisecond proviso in Section 6.3(a) the Administrative Agent shall have the right, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Property for certificates or instruments of smaller or larger denominations. In order to permit the Administrative Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Administrative Agent all proxies, dividend payment orders and other instruments as the Administrative Agent may from time to time reasonably request and each Grantor acknowledges that the Administrative Agent may utilize the power of attorney set forth hereinin effect. (c) Each The Grantor hereby authorizes and instructs each issuer of any Pledged Securities pledged by such Grantor hereunder the Borrower to (i) comply with any instruction received by it from the Administrative Collateral Agent (or the Term Collateral Agent, as the case may be) in writing without the consent of the Grantor or any other Person that (Ax) states that an Event of Default has occurred and is continuing and (By) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such the Grantor, and each the Grantor agrees that each such issuer the Borrower shall be fully protected in so complying, and (ii) upon any such instruction following the occurrence and during the continuance of after an Event of DefaultDefault has occurred and is continuing, unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Investment Property, including Pledged Securities, Securities directly to the Administrative Collateral Agent, subject to, in the case of Term Facility First Priority Collateral, the rights of the Term Collateral Agent and the obligations of the Grantor under the Term Loan Documents and the ABL Intercreditor Agreement.

Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Collateral Agent shall have given notice to the relevant Grantor of the Administrative Collateral Agent’s intent to exercise its corresponding rights pursuant to Section 5.3(b6.3(b), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Equity Interests and all payments made in respect of the Pledged Notes, to the extent not prohibited by the Credit Agreement, and to exercise all voting, voting and corporate and other ownership (or other similar) rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate or other ownership (or other similar) right exercised or other action taken which would materially impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Document. (b) If an Event of Default shall occur and be continuing and the Administrative Collateral Agent shall have given notice to the relevant Grantor of the Administrative Collateral Agent’s intent to exercise its rights pursuant to this Section 5.3(b6.3(b): (i) all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Administrative Collateral Agent who shall thereupon have the sole right, but shall be under no obligation, to exercise or refrain from exercising such voting and other consensual rights; (ii) the Administrative Collateral Agent shall have the right, without notice to any Grantor (where permitted by applicable law), any such notice being expressly waived by each Grantor, to transfer all or any portion of the Investment Property to its name or the name of its nominee or agent; and (iii) the Administrative Collateral Agent shall have the right, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Property for certificates or instruments of smaller or larger denominations. In order to permit the Administrative Collateral Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Administrative Collateral Agent all proxies, dividend payment orders and other instruments as the Administrative Collateral Agent may from time to time reasonably request and each Grantor acknowledges that the Administrative Collateral Agent may utilize the power of attorney set forth herein. (c) Each Grantor hereby authorizes and instructs each issuer of any Pledged Securities pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Administrative Collateral Agent in writing that (Ax) states that an Event of Default has occurred and is continuing and (By) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each such issuer shall be fully protected in so complying, and (ii) upon any such instruction following the occurrence and during the continuance of an Event of Default, pay any dividends or other payments with respect to the Investment Property, including Pledged Securities, directly to the Administrative Collateral Agent.

Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent Pari Passu Collateral Agent, at the direction of the Applicable Required Lenders, shall have given notice to the relevant Grantor of the Administrative Pari Passu Collateral Agent’s intent to exercise its corresponding rights pursuant to Section 5.3(b6.3(b), each Grantor shall be permitted to (i) receive all cash dividends and other distributions paid in respect of the Pledged Equity Interests Stock and all payments made in respect of the Pledged Notes, Notes to the extent not prohibited by permitted in the Credit Agreement, and (ii) to exercise all voting, voting and corporate and other ownership (or other similar) organizational rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate or other ownership (or other similar) organizational right exercised or other action taken which would reasonably be expected to materially impair and adversely affect the Collateral or which would be inconsistent with or result in any violation rights inuring to a holder of any provision Pledged Securities or the rights and remedies of any of the Credit Agreement, Pari Passu Collateral Agent or any other Secured Party under this Agreement or any other Loan DocumentDocument or the ability of the Secured Parties to exercise the same; provided, further, that the Pari Passu Collateral Agent shall execute and deliver to each Grantor, or cause to be executed and delivered to each Grantor, all such proxies, powers of attorney and other instruments as such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and corporate or other organizational rights it is entitled to exercise pursuant to sub-clause (ii) of this Section 6.3(a). For the avoidance of doubt, an exercise of voting and corporate or other organizational rights with respect to such LEGAL_US_E # 147951469.7 Pledged Securities shall not be deemed to be material and adverse to any Person if such exercise is made in connection with a transaction not prohibited by the Credit Agreement and the other Loan Documents. (b) If an Event of Default shall occur and be continuing and the Administrative Agent Pari Passu Collateral Agent, at the direction of the Applicable Required Lenders, shall have given give notice of its intent to exercise such rights to the relevant Grantor or Grantors (which notice shall not be required if an Event of Default under clause (i) or (ii) of Section 8.1(f) of the Credit Agreement shall have occurred and be continuing) and subject to, in the case of ABL Facility First Priority Collateral, the rights of the ABL Collateral Agent and the obligations of the Grantors under the ABL Facility Loan Documents and the ABL Intercreditor Agreement, (i) the Pari Passu Collateral Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities and make application thereof to the Secured Obligations in the order set forth in Section 6.6; provided that after all Events of Default have been cured or waived and each applicable Grantor has delivered to the Administrative Agent certificates to that effect reasonably satisfactory to the Pari Passu Collateral Agent’s , the Pari Passu Collateral Agent shall, promptly after all such Events of Default have been cured or waived, repay to each applicable Grantor (without interest) all dividends, interest, principal or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of sub-clause (i) of Section 6.3(a) above and that remain, and (ii) the Pari Passu Collateral Agent shall have the right to cause any or all of the Pledged Securities to be registered in the name of the Pari Passu Collateral Agent or its nominee, and the Pari Passu Collateral Agent or its nominee may thereafter during the continuance of such Event of Default exercise (x) all voting, corporate and other rights pertaining to such Pledged Securities at any meeting of shareholders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion at the direction of the Applicable Required Lenders any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any Issuer, or upon the exercise by any Grantor or the Pari Passu Collateral Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Pari Passu Collateral Agent may reasonably determine), all without liability (except liabilities resulting from the gross negligence or willful misconduct of the Pari Passu Collateral Agent) except to account for property actually received by it, but the Pari Passu 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 unless the Pari Passu Collateral Agent has given notice of its intent to exercise its as set forth above; provided that after all Events of Default have been cured or waived and each applicable Grantor has delivered to the Administrative Agent certificates to that effect reasonably satisfactory to the Pari Passu Collateral Agent, all rights vested in the Pari Passu Collateral Agent pursuant to this Section 5.3(b): (i) all rights of each Grantor to exercise or refrain from exercising paragraph shall cease, and the Grantors shall have the voting and corporate or other consensual organizational rights which it they would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in to the Administrative Agent who shall thereupon have the sole right, but shall be under no obligation, to exercise or refrain from exercising such voting and other consensual rights; terms of sub-clause (ii) of Section 6.3(a) above and the Administrative Agent shall have the right, without notice to any Grantor (where permitted by applicable law), to transfer all or any portion obligations of the Investment Property to its name or Pari Passu Collateral Agent under the name of its nominee or agent; and (iiisecond proviso in Section 6.3(a) the Administrative Agent shall have the right, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Property for certificates or instruments of smaller or larger denominations. In order to permit the Administrative Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Administrative Agent all proxies, dividend payment orders and other instruments as the Administrative Agent may from time to time reasonably request and each Grantor acknowledges that the Administrative Agent may utilize the power of attorney set forth hereinin effect. (c) Each Grantor hereby authorizes and instructs each issuer Issuer of any Pledged Securities pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Administrative Agent (or the ABL Collateral Agent, as the case may be) in writing without the consent of such Grantor or any other Person that (Ax) states that an Event of Default has occurred and is continuing and (By) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each such issuer Issuer shall be fully protected in so LEGAL_US_E # 147951469.7 complying, and (ii) upon any such instruction following the occurrence and during the continuance of after an Event of DefaultDefault has occurred and is continuing, unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Investment Property, including Pledged Securities, Securities directly to the Administrative Pari Passu Collateral Agent, subject to, in the case of ABL Facility First Priority Collateral, the rights of the ABL Collateral Agent and the obligations of the Grantors under the ABL Facility Loan Documents and the ABL Intercreditor Agreement.

Pledged Securities. (a) Unless an Event of a Secured Debt Default shall have occurred and be continuing and the Administrative Agent Collateral Trustee (subject to the terms of the Collateral Trust Agreement) shall have given notice to the relevant Grantor Guarantor or Pledgor, as applicable, of the Administrative AgentCollateral Trustee’s intent to exercise its corresponding rights pursuant to Section 5.3(b6.3(b), each Grantor Guarantor and each Pledgor shall be permitted to receive receive, subject to Section 4.18 of the Indenture and Section 5.09 of the Credit Agreement, all cash dividends paid in respect of the Pledged Equity Interests and all payments made in respect of the Pledged Notes, in each case paid in the normal course of business of the relevant Issuer, to the extent not prohibited by the Credit Agreementany Secured Debt Document, and to exercise all voting, voting and corporate and other ownership (or other similar) rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate or other ownership (or other similar) right exercised or other action taken which would materially impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Secured Debt Document. (b) If an Event Each Guarantor and each Pledgor hereby authorizes and instructs each Issuer of Default shall occur and be continuing and the Administrative Agent shall have given notice any Investment Property pledged by such Guarantor or Pledgor hereunder to the relevant Grantor of the Administrative Agent’s intent to exercise its rights pursuant to this Section 5.3(b): (i) all rights comply with any instruction received by it from the Collateral Trustee in writing that (A) states that a Secured Debt Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement and the Collateral Trust Agreement, without any other or further instructions from such Guarantor or Pledgor, and each Grantor to exercise or refrain from exercising the voting Guarantor and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Administrative Agent who shall thereupon have the sole right, but each Pledgor agrees that each Issuer shall be under no obligationfully protected in so complying, to exercise or refrain from exercising such voting and other consensual rights; (ii) the Administrative Agent shall have the right, without upon delivery of any notice to any Grantor (where permitted by applicable lawsuch effect pursuant to Section 6.3(a), pay any dividends or other payments with respect to transfer all or any portion of the Investment Property directly to its name or the name of its nominee or agent; and (iii) the Administrative Agent shall have the right, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Property for certificates or instruments of smaller or larger denominationsCollateral Trustee. In order to permit the Administrative Agent Collateral Trustee to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder each Grantor Guarantor and each Pledgor shall promptly execute and deliver (or cause to be executed and delivered) to the Administrative Agent Collateral Trustee all proxies, dividend payment orders and other instruments as the Administrative Agent Collateral Trustee may from time to time reasonably request and each Grantor Guarantor and each Pledgor acknowledges that the Administrative Agent Collateral Trustee may utilize the power of attorney set forth herein. (c) Each Grantor Guarantor and each Pledgor hereby authorizes and instructs each issuer Issuer of any Pledged Securities pledged by such Grantor Guarantor or Pledgor hereunder to (i) comply with any instruction received by it from the Administrative Agent Collateral Trustee in writing that (A) states that an Event of a Secured Debt Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement and the Collateral Trust Agreement, without any other or further instructions from such GrantorGuarantor or Pledgor, and each Grantor Guarantor and each Pledgor agrees that each such issuer Issuer shall be fully protected in so complying, and (ii) upon any such instruction following the occurrence and during the continuance of an Event of a Secured Debt Default, pay any dividends or other payments with respect to the Investment PropertyProperty that is Collateral, including the Pledged Securities, directly to the Administrative AgentCollateral Trustee.

Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent or the UK Security Agent shall have given notice to the relevant Grantor or the US Borrower, as the case may be, of the Administrative Agent’s its intent to exercise its corresponding rights pursuant to Section 5.3(b6.3(b), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Equity Interests and all payments made in respect of the Pledged Notes, in each case paid in the normal course of business of the relevant Issuer or consistent with past practice, to the extent not prohibited by permitted in the First Lien Credit Agreement, and to exercise all voting, voting and corporate and other ownership (or other similar) rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate or other ownership (or other similar) right exercised or other action taken which which, in the Administrative Agent’s or the UK Security Agent’s reasonable judgment, would materially impair the Collateral or the Canadian Investment Property, respectively, or which would be inconsistent with or result in any violation of any provision of the First Lien Credit Agreement, this Agreement or any other Loan Document. (b) If an Event of Default shall occur has occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its rights pursuant to this Section 5.3(b): is continuing: (i) all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Administrative Agent or the UK Security Agent, as the case may be, who shall thereupon have the sole right, but shall be under no obligation, to exercise or refrain from exercising such voting and other consensual rights; rights and (ii) the Administrative Agent and the UK Security Agent shall have the right, without upon five days’ prior written notice to any Grantor (where permitted by applicable law)Grantor, to transfer all or any portion of the Investment Property or the Canadian Investment Property, as applicable, to its name or the name of its nominee or agent; and (iii) . In addition, the Administrative Agent and the UK Security Agent shall have the rightright at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Property or the Canadian Investment Property, as applicable, for certificates or instruments of smaller or larger denominations. In order to permit the Administrative Agent and the UK Security Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Administrative Agent and the UK Security Agent all proxies, dividend payment orders and other instruments as the Administrative Agent and the UK Security Agent may from time to time reasonably request and each Grantor acknowledges that the Administrative Agent and the UK Security Agent may utilize the power of attorney set forth herein. (c) Each Grantor hereby authorizes and instructs each issuer Issuer of any Pledged Securities pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Administrative Agent and the UK Security Agent, as applicable, in writing that (Ax) states that an Event of Default has occurred and is continuing and (By) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each such issuer Issuer shall be fully protected in so complying, and (ii) upon any such instruction following the occurrence and during the continuance continuation of an Event of DefaultDefault unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Investment Property, including Pledged Securities, Securities directly to the Administrative Agent or the UK Security Agent, as applicable.

Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Collateral Agent shall have given notice to Parent or the relevant US Grantor of the Administrative Collateral Agent’s intent to exercise its corresponding rights pursuant to Section 5.3(b6.03(b), Parent and each US Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Borrower Stock and the Pledged Equity Interests and all payments made in respect of the Pledged Notes, in each case paid consistently with past practice, to the extent not prohibited by permitted in the Credit Agreement, and to exercise all voting, voting and corporate and other ownership (or other similar) rights with respect to the Pledged Borrower Stock and the Pledged Securities; provided, however, that no vote shall be cast or corporate or other ownership (or other similar) right exercised or other action taken which would materially impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Document. (b) If an Event of Default shall occur and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its rights pursuant to this Section 5.3(b): continuing: (i) upon written notice from Collateral Agent of its election to exercise the rights under this clause, all rights of Parent and each US Grantor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Administrative Collateral Agent who shall thereupon have the sole right, but shall be under no obligation, to exercise or refrain from exercising such voting and other consensual rights; , (ii) the Administrative Collateral Agent shall have the right, without notice to any Grantor (where permitted by applicable law)Parent or the US Grantors, to transfer all or any portion of the Pledged Borrower Stock and the Investment Property constituting Collateral to its name or the name of its nominee or agent; , and (iii) the Administrative Collateral Agent shall have the rightright at any time, without notice to any GrantorParent or the US Grantors, to exchange any certificates or instruments representing any Investment Property constituting Pledged Borrower Stock and the Collateral for certificates or instruments of smaller or larger denominations. In If an Event of Default has occurred and is continuing and the Collateral Agent shall have given notice to Parent or the relevant US Grantor under this Section 6.03(b), in order to permit the Administrative Collateral Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder Parent and each US Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Administrative Collateral Agent all proxies, dividend payment orders and other instruments as the Administrative Collateral Agent may from time to time reasonably request and Parent and each US Grantor acknowledges that the Administrative Collateral Agent may utilize the power of attorney set forth herein. (c) Each Parent and each US Grantor hereby authorizes and instructs Borrower and each issuer Issuer of Pledged Borrower Stock and any Pledged Securities constituting Collateral pledged by Parent or any such US Grantor hereunder to to, while an Event of Default is continuing, (i) comply with any instruction received by it from the Administrative Collateral Agent in writing that (Ax) states that an Event of Default has occurred and is continuing and (By) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from Parent or such US Grantor, and each Grantor agrees that each such issuer shall be fully protected in so complying, and (ii) upon any such instruction following the occurrence and during the continuance of an Event of Default, pay any dividends or other payments with respect to the Pledged Borrower Stock and Investment Property, including Pledged Securities, directly to the Administrative Collateral Agent.

Pledged Securities. (a) Unless an Event of Actionable Default shall have occurred and be continuing and the Administrative Agent Collateral Trustee (subject to the terms of the Collateral Trust Agreement) shall have given notice to the relevant Grantor of the Administrative AgentCollateral Trustee’s intent to exercise its corresponding rights pursuant to Section 5.3(b6.3(b), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Equity Interests and all payments made in respect of the Pledged Notes, in each case paid in the normal course of business of the relevant Issuer and consistent with past practice, to the extent not prohibited by the Credit Agreementpermitted in each credit agreement, indenture or comparable document constituting a Secured Debt Document, and to exercise all voting, voting and corporate and other ownership (or other similar) rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate or other ownership (or other similar) right exercised or other action taken which which, in the Collateral Trustee’s reasonable judgment, would materially impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Secured Debt Document. (b) If an Event Each Grantor hereby authorizes and instructs each Issuer of Default shall occur and be continuing and the Administrative Agent shall have given notice any Investment Property pledged by such Grantor hereunder to the relevant Grantor of the Administrative Agent’s intent to exercise its rights pursuant to this Section 5.3(b): (i) all rights comply with any instruction received by it from the Collateral Trustee in writing that (x) states that an Actionable Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement and the Collateral Trust Agreement, without any other or further instructions from such Grantor, and each Grantor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Administrative Agent who shall thereupon have the sole right, but agrees that each Issuer shall be under no obligation, to exercise or refrain from exercising such voting fully protected in so complying and other consensual rights; (ii) the Administrative Agent shall have the right, without upon delivery of any notice to any Grantor (where permitted by applicable lawsuch effect pursuant to Section 6.3(a), pay any dividends or other payments with respect to transfer all or any portion of the Investment Property directly to its name or the name of its nominee or agent; and (iii) the Administrative Agent shall have the right, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Property for certificates or instruments of smaller or larger denominationsCollateral Trustee. In order to permit the Administrative Agent Collateral Trustee to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Administrative Agent Collateral Trustee all proxies, dividend payment orders and other instruments as the Administrative Agent Collateral Trustee may from time to time reasonably request and each Grantor acknowledges that the Administrative Agent Collateral Trustee may utilize the power of attorney set forth herein. (c) Each Grantor hereby authorizes and instructs each issuer Issuer of any Pledged Securities pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Administrative Agent Collateral Trustee in writing that (Ax) states that an Event of Actionable Default has occurred and is continuing and (By) is otherwise in accordance with the terms of this Agreement and the Collateral Trust Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each such issuer Issuer shall be fully protected in so complying, and (ii) upon any such instruction following the occurrence and during the continuance of an Event of Actionable Default, pay any dividends or other payments with respect to the Investment Property, including the Pledged Securities, directly to the Administrative AgentCollateral Trustee.

Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Collateral Agent shall have given notice to the relevant Grantor of the Administrative Collateral Agent’s intent to exercise its corresponding rights pursuant to Section 5.3(b), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Equity Interests and all payments made in respect of the Pledged Notes, in each case paid in the normal course of business of the relevant Issuer and consistent with past practice, to the extent not prohibited by permitted in the Credit AgreementIndenture Documents and any Additional Secured Debt Documents, and to exercise all voting, voting and corporate and other ownership (or other similar) rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate or other ownership (or other similar) right exercised or other action taken which would materially impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit this Agreement, this Agreement any other Indenture Documents or any other Loan DocumentAdditional Secured Debt Documents. (ba) If an Event of Default shall occur and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its rights pursuant to this Section 5.3(b): continuing: (i) all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Administrative Collateral Agent who shall thereupon have the sole right, but shall be under no obligation, to exercise or refrain from exercising such voting and other consensual rights; rights and (ii) the Administrative Collateral Agent shall have the right, without notice to any Grantor (where permitted by applicable law)Grantor, to transfer all or any portion of the Investment Property to its name or the name of its nominee or agent; and (iii) . In addition, the Administrative Collateral Agent shall have the rightright at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Property for certificates or instruments of smaller or larger denominations. In order to permit the Administrative Collateral Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Administrative Collateral Agent all proxies, dividend payment orders and other instruments as the Administrative Collateral Agent may from time to time reasonably request and each Grantor acknowledges that the Administrative Collateral Agent may utilize the power of attorney set forth herein. (cb) Each Grantor hereby authorizes and instructs each issuer Issuer of any Pledged Securities pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Administrative Collateral Agent in writing that (Ax) states that an Event of Default has occurred and is continuing and (By) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each such issuer Issuer shall be fully protected in so complying, and (ii) upon any such instruction following the occurrence and during the continuance of unless otherwise expressly permitted hereby, if an Event of DefaultDefault shall have occurred and be continuing, pay any dividends or other payments with respect to the Investment Property, including Pledged Securities, Securities directly to the Administrative Collateral Agent.

Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Collateral Agent shall have given notice to the relevant Grantor of the Administrative Collateral Agent’s intent to exercise its corresponding rights pursuant to Section 5.3(b6.03(b), each Grantor shall be permitted to receive all cash dividends and distributions paid in respect of the Pledged Equity Interests and all payments made in respect of the Pledged Notes, Notes to the extent not prohibited by permitted in the Credit Agreement, and to exercise all voting, corporate voting and other ownership (or other similar) rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate or other ownership (or other similar) right exercised or other action taken which would materially impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Document. (b) If an Event of Default shall occur and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its rights pursuant to this Section 5.3(b): continuing: (i) all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Administrative Collateral Agent who shall thereupon have the sole right, but shall be under no obligation, to exercise or refrain from exercising such voting and other consensual rights; rights and (ii) the Administrative Collateral Agent shall have the right, without notice to any Grantor (where permitted by applicable law)Grantor, to transfer all or any portion of the Investment Property to its name or the name of its nominee or agent; and (iii) . In addition, the Administrative Collateral Agent shall have the rightright at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Property for certificates or instruments of smaller or larger denominations. In order to permit the Administrative Collateral Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Administrative Collateral Agent all proxies, dividend payment orders and other instruments as the Administrative Collateral Agent may from time to time reasonably request and each Grantor acknowledges that the Administrative Collateral Agent may utilize the power of attorney set forth herein. (c) Each Grantor hereby authorizes and instructs each issuer Issuer of any Pledged Securities pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Administrative Collateral Agent in writing that (Ax) states that an Event of Default has occurred and is continuing and (By) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each such issuer Issuer shall be fully protected in so complying, and (ii) upon any such instruction following the occurrence and during the continuance of an Event of Default, pay any dividends or other payments with respect to the Investment Property, including Pledged Securities, directly to the Administrative Collateral Agent.

Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 5.3(b)6.3(b) hereof, each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Equity Interests and all payments made in respect of the Pledged Notes, to the extent not unless prohibited by the Credit Agreement, and to exercise all voting, voting and corporate and other ownership (or other similar) rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate or other ownership (or other similar) right exercised or other action taken which would materially impair in any material respect the Collateral taken as a whole or which would be inconsistent with or result in any violation an Event of any provision of the Credit Agreement, this Agreement or any other Loan DocumentDefault. (b) If an Event of Default shall occur and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s its intent to exercise its rights pursuant to under this Section 5.3(b6.3(b): (i) all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Administrative Agent who shall thereupon have the sole right, but shall be under no obligation, to exercise or refrain from exercising such voting and other consensual rights; rights and (ii) the Administrative Agent shall have the right, without notice to any Grantor (where permitted by applicable law)Grantor, to transfer all or any portion of the Investment Property to its name or the name of its nominee or agent; . In addition, upon the occurrence and (iii) during the continuance of an Event of Default, the Administrative Agent shall have the rightright at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Property for certificates or instruments of smaller or larger denominations. In If an Event of Default shall occur and be continuing, in order to permit the Administrative Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Administrative Agent all proxies, dividend payment orders and other instruments as the Administrative Agent may from time to time reasonably request and each Grantor acknowledges that the Administrative Agent may utilize the power of attorney set forth herein. (c) Each Grantor hereby authorizes and instructs each issuer Issuer of any Pledged Securities pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Administrative Agent in writing that (Ax) states that an Event of Default has occurred and is continuing and (By) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each such issuer Issuer shall be fully protected in so complying, and (ii) upon any such instruction following the occurrence and during the continuance of if an Event of DefaultDefault shall have occurred and be continuing, at Administrative Agent’s request, without any other or further instructions from such Grantor, pay any dividends or other payments with respect to the Investment Property, including Pledged Securities, Securities directly to the Administrative Agent.