Common use of Registration in Nominee Name; Denominations Clause in Contracts

Registration in Nominee Name; Denominations. The Intercreditor Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent), on behalf of the Secured Parties, shall have the right (in its sole and absolute discretion) to hold the Pledged Securities in the name of the applicable Pledgor, endorsed or assigned in blank or in favor of the Intercreditor Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent) or, if an Event of Default shall have occurred and be continuing, in its own name as pledgee or the name of its nominee (as pledgee or as sub-agent). Each Pledgor will promptly give to the Intercreditor Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent) copies of any notices or other communications received by it with respect to Pledged Securities registered in the name of such Pledgor. If an Event of Default shall have occurred and be continuing, the Intercreditor Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent) shall have the right to exchange the certificates representing Pledged Securities for certificates of smaller or larger denominations for any purpose consistent with this Agreement. Each Pledgor shall use its commercially reasonable efforts to cause any Indenture Party that is not a party to this Agreement to comply with a request by the Intercreditor Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent), pursuant to this Section 3.04, to exchange certificates representing Pledged Securities of such Indenture Party for certificates of smaller or larger denominations.

Registration in Nominee Name; Denominations. The Intercreditor Administrative Agent (oror a designated bailee, if in accordance with the First-Lien Termination Date has occurred, the Collateral AgentABL/Term Loan Intercreditor Agreement), on behalf of the Secured Parties, shall have the right (in its sole and absolute discretion) to hold the Pledged Securities in the name of the applicable Pledgor, endorsed or assigned in blank or in favor of the Intercreditor Administrative Agent (oror a designated bailee, if in accordance with the First-Lien Termination Date has occurred, the Collateral AgentABL/Term Loan Intercreditor Agreement) or, if an Event of Default shall have occurred and be continuing, in its own name as pledgee or the name of its nominee (as pledgee or as sub-agent). Each Pledgor will promptly give to the Intercreditor Administrative Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent) copies of any notices or other communications received by it with respect to Pledged Securities registered in the name of such Pledgor. If an Event of Default shall have occurred and be continuing, the Intercreditor Administrative Agent (oror a designated bailee, if in accordance with the First-Lien Termination Date has occurred, the Collateral AgentABL/Term Loan Intercreditor Agreement) shall have the right to exchange the certificates representing Pledged Securities for certificates of smaller or larger denominations for any purpose consistent with this Agreement. Each Pledgor shall use its commercially reasonable efforts to cause any Indenture Loan Party that is not a party to this Agreement to comply with a request by the Intercreditor Administrative Agent (oror a designated bailee, if in accordance with the First-Lien Termination Date has occurred, the Collateral AgentABL/Term Loan Intercreditor Agreement), pursuant to this Section 3.04, to exchange certificates representing Pledged Securities of such Indenture Loan Party for certificates of smaller or larger denominations.

Registration in Nominee Name; Denominations. The Subject to the terms of the Intercreditor Agent (or, if the First-Lien Termination Date has occurredAgreement, the Collateral Agent), on behalf of the Secured Parties, shall have the right (in its sole and absolute discretion) to hold the Pledged Certificated Securities in the name of the applicable Pledgor, endorsed or assigned in blank or in favor of the Intercreditor Collateral Agent (oror in favor of the Revolver Collateral Agent, if to the First-Lien Termination Date has occurred, extent it is a gratuitous bailee for the Collateral AgentAgent pursuant to the Intercreditor Agreement) or, if an Event of Default shall have occurred and be continuing, in its own name as pledgee or in the name of its nominee (as pledgee or as sub-agent)nominee. Each Pledgor will promptly give to the Intercreditor Collateral Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent) copies of any notices or other communications received by it with respect to Pledged Certificated Securities registered in the name of such Pledgor. If Subject to the terms of the Intercreditor Agreement, if an Event of Default shall have occurred and be continuing, the Intercreditor Collateral Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent) shall have the right to exchange the certificates representing Pledged Certificated Securities for certificates of smaller or larger denominations for any purpose consistent with this AgreementAgreement and the other Loan Documents. Each Pledgor shall use its commercially reasonable efforts to cause any Indenture Party Person that is not a party to this Agreement to comply with a request by the Intercreditor Collateral Agent (or, if the First-Lien Termination Date has occurred, it being agreed that the Collateral AgentAgent will not make any such request unless the Revolver Collateral Agent has also made such request), pursuant to this Section 3.043.06, to exchange certificates representing Pledged Certificated Securities of such Indenture Party Person for certificates of smaller or larger denominations.

Registration in Nominee Name; Denominations. The Intercreditor Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent), on behalf of the Secured Parties, shall have the right (in its sole and absolute discretion) to hold the Pledged Securities (other than Pledged Securities that are ULC Interests) in the name of the applicable Pledgor, endorsed or assigned in blank or in favor of the Intercreditor Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent) or, if an Event of Default shall have occurred and be continuing, in its own name as pledgee or the name of its nominee (as pledgee or as sub-agent). Each Following the occurrence and during the continuance of an Event of Default, each Pledgor will promptly give to the Intercreditor Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent) copies of any notices or other communications received by it with respect to Pledged Securities registered in the name of such Pledgor. If an Event of Default shall have occurred and be continuing, the Intercreditor Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent) shall have the right to exchange the certificates representing Pledged Securities (other than Pledged Securities that are ULC Interests) for certificates of smaller or larger denominations for any purpose consistent with this Agreement. With respect to Pledged Securities that are ULC Interests, at any time at which an Event of Default has occurred and is continuing, the Agent shall have the right to require the Pledgors to cause the ULC Interests to be transferred and registered as the Agent may direct and each applicable Pledgor covenants that, at the time of any such transfer, it will provide all required consents and approvals. Each Pledgor shall use its commercially reasonable efforts to cause any Indenture Party Subsidiary of the Borrower that is not a party to this Agreement to comply with a request by the Intercreditor Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent), pursuant to this Section 3.043.05, to exchange certificates representing Pledged Securities of such Indenture Party Subsidiary for certificates of smaller or larger denominations.

Registration in Nominee Name; Denominations. The Intercreditor Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent), on behalf of the Secured Parties, shall have the right (in its sole and absolute discretion) to hold the Pledged Securities (other than Pledged Securities that are ULC Interests) in the name of the applicable Pledgor, endorsed or assigned in blank or in favor of the Intercreditor Collateral Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent) or, if an Event of Default shall have occurred and be continuing, in its own name as pledgee or the name of its nominee (as pledgee or as sub-agent). Each Following any continuing Event of Default, each Pledgor will promptly give to the Intercreditor Collateral Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent) copies of any notices or other communications received by it with respect to Pledged Securities registered in the name of such Pledgor. If an Event of Default shall have occurred and be continuing, the Intercreditor Collateral Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent) shall have the right to exchange the certificates representing Pledged Securities (other than Pledged Securities that are ULC Interests) held by it for certificates of smaller or larger denominations for any purpose consistent with this Agreement. With respect to Pledged Securities that are ULC Interests, at any time at which an Event of Default has occurred and is continuing, the Collateral Agent shall have the right to require the Pledgors to cause the ULC Interests to be transferred and registered as the Collateral Agent may direct and each applicable Pledgor covenants that, at the time of any such transfer, it will provide all required consents and approvals. Each Pledgor shall use its commercially reasonable efforts to cause any Indenture Party Subsidiary that is not a party to this Agreement to comply with a request by the Intercreditor Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent), pursuant to this Section 3.042.05, to exchange certificates representing Pledged Securities of such Indenture Party Subsidiary for certificates of smaller or larger denominations.

Registration in Nominee Name; Denominations. The Intercreditor Agent (or, if Following the First-Lien Termination Date has occurredDischarge of Senior Lender Claims, the Collateral Agent), on behalf of the Secured Parties, shall have the right (in its sole and absolute discretion) to hold the Pledged Securities (other than Pledged Securities that are ULC Interests) in the name of the applicable Pledgor, endorsed or assigned in blank or in favor of the Intercreditor Collateral Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent) or, if an Event of Default shall have occurred and be continuing, in its own name as pledgee or the name of its nominee (as pledgee or as sub-agent). Each Following the Discharge of Senior Lender Claims, each Pledgor will promptly give to the Intercreditor Collateral Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent) copies of any notices or other communications received by it with respect to Pledged Securities registered in the name of such Pledgor. If an Event of Default shall have occurred and be continuing, following the Intercreditor Agent (or, if the First-Lien Termination Date has occurredDischarge of Senior Lender Claims, the Collateral Agent) Agent shall have the right to exchange the certificates representing Pledged Securities (other than Pledged Securities that are ULC Interests) held by it for certificates of smaller or larger denominations for any purpose consistent with this Agreement. With respect to Pledged Securities that are ULC Interests, at any time at which an Event of Default has occurred and is continuing, following the Discharge of Senior Lender Claims, the Collateral Agent shall have the right to require the Pledgors to cause the ULC Interests to be transferred and registered as the Collateral Agent may direct and each applicable Pledgor covenants that, at the time of any such transfer, it will provide all required consents and approvals. Each Pledgor shall use its commercially reasonable efforts to cause any Indenture Party Subsidiary that is not a party to this Agreement to comply with a request by the Intercreditor Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent), pursuant to this Section 3.042.04, to exchange certificates representing Pledged Securities of such Indenture Party Subsidiary for certificates of smaller or larger denominations.

Registration in Nominee Name; Denominations. The Subject to the ABL Intercreditor Agent Agreement, (or, if a) the First-Lien Termination Date has occurred, the Applicable Collateral Agent), on behalf of the Secured Parties, shall have the right (in its sole and absolute discretion) to hold the Pledged Securities in the name of the applicable Pledgor, endorsed or assigned in blank or in favor of the Intercreditor Applicable Collateral Agent (oracting as gratuitous bailee / agent for perfection purposes, pursuant to Section 2.12 of the ABL Intercreditor Agreement, if the First-Lien Termination Date has occurred, Applicable Collateral Agent is not the Collateral Agent) ), for the benefit of the Secured Parties or, if an Event of Default shall have occurred and be continuing, in its own name as pledgee or the name of its nominee (as pledgee or as sub-agent). Each , or the name of the applicable Pledgor, endorsed or assigned in blank in favor of the Applicable Collateral Agent, and (b) if an Event of Default shall have occurred and be continuing, each Pledgor will promptly give to the Intercreditor Applicable Collateral Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent) copies of any notices or other communications received by it with respect to Pledged Securities registered in the name of such Pledgor. If Subject to the ABL Intercreditor Agreement, if an Event of Default shall have occurred and be continuing, the Intercreditor Applicable Collateral Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent) shall have the right to exchange the certificates representing Pledged Securities for certificates of smaller or larger denominations for any purpose consistent with this Agreement. Each Pledgor shall use its commercially reasonable efforts to cause any Indenture Party subsidiary of the Borrower that is not a party to this Agreement to comply with a request by the Intercreditor Agent (or, if the First-Lien Termination Date has occurred, the Applicable Collateral Agent), pursuant to this Section 3.042.05, to exchange certificates representing Pledged Securities of such Indenture Party subsidiary for certificates of smaller or larger denominations.

Registration in Nominee Name; Denominations. The Subject to any applicable Intercreditor Agent (or, if the First-Lien Termination Date has occurredAgreement, the Collateral Agent), on behalf of the Secured Parties, shall have the right (in its sole and absolute discretion) to hold the Pledged Securities (other than Pledged Securities that are ULC Interests) in the name of the applicable Pledgor, endorsed or assigned in blank or in favor of the Intercreditor Collateral Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent) or, if an Event of Default shall have occurred and be continuing, in its own name as pledgee or the name of its nominee (as pledgee or as sub-agent). Each Following any continuing Event of Default, each Pledgor will promptly give to the Intercreditor Collateral Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent) copies of any notices or other communications received by it with respect to Pledged Securities registered in the name of such Pledgor. If an Event of Default shall have occurred and be continuing, the Intercreditor Collateral Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent) shall have the right to exchange the certificates representing Pledged Securities (other than Pledged Securities that are ULC Interests) held by it for certificates of smaller or larger denominations for any purpose consistent with this Agreement, subject to any applicable Intercreditor Agreement. Each Subject to any applicable Intercreditor Agreement, with respect to Pledged Securities that are ULC Interests, at any time at which an Event of Default has occurred and is continuing, the Collateral Agent shall have the right to require the Pledgors to cause the ULC Interests to be transferred and registered as the Collateral Agent may direct and each applicable Pledgor covenants that, at the time of any such transfer, it will provide all required consents and approvals. Subject to any applicable Intercreditor Agreement, each Pledgor shall use its commercially reasonable efforts to cause any Indenture Party subsidiary that is not a party to this Agreement to comply with a request by the Intercreditor Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent), pursuant to this Section 3.042.05, to exchange certificates representing Pledged Securities of such Indenture Party subsidiary for certificates of smaller or larger denominations.

Registration in Nominee Name; Denominations. The Subject to the First Lien/Second Lien Intercreditor Agent Agreement and the First Lien/First Lien Intercreditor Agreement (orif entered into), if (a) the First-Lien Termination Date has occurred, the Applicable Collateral Agent), on behalf of the Secured Parties, shall have the right (in its sole and absolute discretion) to hold the Pledged Securities in the name of the applicable Pledgor, endorsed or assigned in blank or in favor of the Intercreditor Agent (or, if the First-Lien Termination Date has occurred, the Applicable Collateral Agent) , for the benefit of the Secured Parties or, if an Event of Default shall have occurred and be continuing, in its own name as pledgee or the name of its nominee (as pledgee or as sub-agent). Each , or the name of the applicable Pledgor, endorsed or assigned in blank in favor of the Applicable Collateral Agent, and (b) if an Event of Default shall have occurred and be continuing, each Pledgor will promptly give to the Intercreditor Applicable Collateral Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent) copies of any notices or other communications received by it with respect to Pledged Securities registered in the name of such Pledgor. If Subject to the First Lien/Second Lien Intercreditor Agreement and the First Lien/First Lien Intercreditor Agreement (if entered into), if an Event of Default shall have occurred and be continuing, the Intercreditor Applicable Collateral Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent) shall have the right to exchange the certificates representing Pledged Securities for certificates of smaller or larger denominations for any purpose consistent with this Agreement. Each Pledgor shall use its commercially reasonable efforts to cause any Indenture Party subsidiary of the Borrower that is not a party to this Agreement to comply with a request by the Intercreditor Agent (or, if the First-Lien Termination Date has occurred, the Applicable Collateral Agent), pursuant to this Section 3.042.05, to exchange certificates representing Pledged Securities of such Indenture Party subsidiary for certificates of smaller or larger denominations.

Registration in Nominee Name; Denominations. The Intercreditor Agent (or, if the First-Lien Termination Date has occurred, the Collateral Applicable Agent), on behalf of the Secured Parties, shall have the right (in its sole and absolute discretion) to hold the Pledged Securities (other than Pledged Securities that are ULC Interests) in the name of the applicable Pledgor, endorsed or assigned in blank or in favor of the Intercreditor Applicable Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent) or, if an Event of Default shall have occurred and be continuing, following written instruction from the Applicable First Lien Agent, in its own name as pledgee or the name of its nominee (as pledgee or as sub-agent). Each Upon the occurrence and during the continuance of an Event of Default, each Pledgor will promptly give to the Intercreditor Applicable Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent) copies of any notices or other communications received by it with respect to Pledged Securities registered in the name of such Pledgor. If an Event of Default shall have occurred and be continuing, the Intercreditor Applicable Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent) shall have the right right, following written instruction from the Applicable First Lien Agent, to exchange the certificates representing Pledged Securities (other than Pledged Securities that are ULC Interests) held by it for certificates of smaller or larger denominations for any purpose consistent with this Agreement. With respect to Pledged Securities that are ULC Interests, at any time at which an Event of Default has occurred and is continuing, the Applicable Agent shall have the right, following written instruction from the Applicable First Lien Agent, to require the Pledgors to cause the ULC Interests to be transferred and registered as the Applicable Agent may direct and each applicable Pledgor covenants that, at the time of any such transfer, it will provide all required consents and approvals. Each Pledgor shall use its commercially reasonable efforts to cause any Indenture Party Subsidiary that is not a party to this Agreement to comply with a request by the Intercreditor Agent (or, if the First-Lien Termination Date has occurred, the Collateral Applicable Agent), pursuant to this Section 3.042.04, to exchange certificates representing Pledged Securities of such Indenture Party Subsidiary for certificates of smaller or larger denominations.

Registration in Nominee Name; Denominations. The Subject to the First Lien/Second Lien Intercreditor Agent (or, if Agreement and the First-Second Lien Termination Date has occurredIntercreditor Agreement, the Applicable Possessory Collateral Agent), on behalf of the Secured Parties, shall have the right (in its sole and absolute discretion) to hold the Pledged Securities in the name of the applicable Pledgor, endorsed or assigned in blank or in favor of the Intercreditor Applicable Possessory Collateral Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent) or, if an Event of Default shall have occurred and be continuing, in its own name as pledgee or the name of its nominee (as pledgee or as sub-agent). Each Following any continuing Event of Default, each Pledgor will promptly give to the Intercreditor Collateral Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent) copies of any notices or other communications received by it with respect to Pledged Securities registered in the name of such Pledgor. If Subject to the First Lien/Second Lien Intercreditor Agreement and the Second Lien Intercreditor Agreement, if an Event of Default shall have occurred and be continuing, the Intercreditor Applicable Possessory Collateral Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent) shall have the right to exchange the certificates representing Pledged Securities held by it for certificates of smaller or larger denominations for any purpose consistent with this Agreement. Each Pledgor shall use its commercially reasonable efforts to cause any Indenture Party Subsidiary that is not a party to this Agreement to comply with a request by the Intercreditor Agent (or, if the First-Lien Termination Date has occurred, the Applicable Possessory Collateral Agent), pursuant to this Section 3.042.05, to exchange certificates representing Pledged Securities of such Indenture Party Subsidiary for certificates of smaller or larger denominations.

Registration in Nominee Name; Denominations. The Intercreditor First Lien Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent), on behalf of the Secured Parties, shall have the right (in its sole and absolute discretion) to hold the Pledged Securities in the name of the applicable Pledgor, endorsed or assigned in blank or in favor of the Intercreditor First Lien Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent) or, if an Event of Default shall have occurred and be continuing, in its own name as pledgee or the name of its nominee (as pledgee or as sub-agent). Each Pledgor will promptly give to the Intercreditor First Lien Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent) copies of any notices or other communications received by it with respect to Pledged Securities registered in the name of such Pledgor. If an Event of Default shall have occurred and be continuing, the Intercreditor First Lien Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent) shall have the right to exchange the certificates representing Pledged Securities for certificates of smaller or larger denominations for any purpose consistent with this Agreement. Each Pledgor shall use its commercially reasonable efforts to cause any Indenture Party that is not a party to this Agreement to comply with a request by the Intercreditor First Lien Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent), pursuant to this Section 3.04, to exchange certificates representing Pledged Securities of such Indenture Party for certificates of smaller or larger denominations.

Registration in Nominee Name; Denominations. The Intercreditor Agent (or, if the First-Lien Termination Date has occurred, the Collateral Applicable Agent), on behalf of the Secured Parties, shall have the right (in its sole and absolute discretion) to hold the Pledged Securities (other than Pledged Securities that are ULC Interests) in the name of the applicable Pledgor, endorsed or assigned in blank or in favor of the Intercreditor Applicable Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent) or, if an Event of Default shall have occurred and be continuing, following written instruction from the Applicable First Lien Agent, in its own name as pledgee or the name of its nominee (as pledgee or as sub-agent). Each Upon the occurrence and during the continuance of an Event of Default, each Pledgor will promptly give to the Intercreditor Applicable Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent) copies of any notices or other communications received by it with respect to Pledged Securities registered in the name of such Pledgor. If an Event of Default shall have occurred and be continuing, the Intercreditor Applicable Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent) shall have the right right, following written instruction from the Applicable First Lien Agent, to exchange the certificates representing Pledged Securities (other than Pledged Securities that are ULC Interests) held by it for certificates of smaller or larger denominations for any purpose consistent with this Agreement. With respect to Pledged Securities that are ULC Interests, at any time at which an Event of Default has occurred and is continuing, the Applicable Agent shall have the right, following written instruction from the Applicable First Lien Agent, to require the Pledgors to cause the ULC Interests to be transferred and registered as the Applicable Agent may direct and each applicable Pledgor covenants that, at the time of any such transfer, it will provide all required consents and approvals. Each Pledgor shall use its commercially reasonable efforts to cause any Indenture Party Subsidiary of Holdings that is not a party to this Agreement to comply with a request by the Intercreditor Agent (or, if the First-Lien Termination Date has occurred, the Collateral Applicable Agent), pursuant to this Section 3.042.04, to exchange certificates representing Pledged Securities of such Indenture Party Subsidiary for certificates of smaller or larger denominations.

Registration in Nominee Name; Denominations. The Intercreditor Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent), on behalf of the Secured Parties, shall have the right (in its sole and absolute discretion) to hold the Pledged Securities in the name of the applicable PledgorGrantor, endorsed or assigned in blank or in favor of the Intercreditor Collateral Agent (or, if upon the First-Lien Termination Date has occurred, occurrence and during the Collateral Agent) or, if continuance of an Event of Default shall have occurred and be continuingwith written notice to the applicable Grantor given concurrently (if possible after using reasonable efforts) or promptly thereafter (and in any event within five days), in its own name as pledgee or the name of its nominee (as pledgee or as sub-agent); provided that any failure by the Collateral Agent to provide notice shall not affect the Collateral Agent’s Security Interest in the Pledged Securities or rights hereunder. Each Pledgor Grantor will promptly give to the Intercreditor Collateral Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent) copies of any notices or other communications received by it with respect to Pledged Securities registered in the name of such PledgorGrantor. If The Collateral Agent shall at all times upon the occurrence and during the continuance of an Event of Default shall have occurred and be continuing, the Intercreditor Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent) shall have the right to exchange the certificates representing Pledged Securities for certificates of smaller or larger denominations for any purpose consistent with this AgreementAgreement in the case of Pledged Securities of Persons that are not Subsidiaries, to the extent permitted by the documentation governing such Pledged Securities. Each Pledgor Grantor shall use its commercially reasonable efforts to cause any Indenture Party Subsidiary of the Company that is not a party to this Agreement to comply with a request by the Intercreditor Collateral Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent), pursuant to this Section 3.04, 3.05 to exchange certificates representing Pledged Securities of such Indenture Party Subsidiary of the Company for certificates of smaller or larger denominations.

Registration in Nominee Name; Denominations. The Intercreditor First Priority Agent (or, if except as provided in the First-Intercreditor Agreements, following the First Priority Lien Termination Date has occurredObligations Payment Date, the Collateral Agent), on behalf of the Secured Parties, shall have the right (in its sole and absolute discretion) to hold the Pledged Securities in the name of the applicable PledgorGrantor, endorsed or assigned in blank or in favor of the Intercreditor First Priority Agent (or, if the First-Lien Termination Date has occurred, or the Collateral Agent) , as applicable, or, if an Event of Default shall have occurred and be continuing, in its own name as pledgee or the name of its nominee (as pledgee or as sub-agent). Each Pledgor Grantor will promptly give to the Intercreditor Collateral Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent) copies of any notices or other communications received by it with respect to Pledged Securities registered in the name of such PledgorGrantor. If an Event of Default shall have occurred and be continuing, the Intercreditor First Priority Agent (or, if except as provided in the First-Intercreditor Agreements, following the First Priority Lien Termination Date has occurredObligations Payment Date, the Collateral Agent) shall have the right to exchange the certificates representing Pledged Securities for certificates of smaller or larger denominations for any purpose consistent with this Agreement. Each Pledgor Grantor shall use its commercially reasonable efforts to cause any Indenture Party Grantor that is not a party to this Agreement to comply with a request by the Intercreditor First Priority Agent (or, if the First-Lien Termination Date has occurred, or the Collateral Agent), as applicable, pursuant to this Section 3.04, to exchange certificates representing Pledged Securities of such Indenture Party Grantor for certificates of smaller or larger denominations.

Registration in Nominee Name; Denominations. The Subject to any applicable Intercreditor Agent (or, if the First-Lien Termination Date has occurredAgreement, the Collateral Agent), on behalf of the Secured Parties, shall have the right (in its sole and absolute discretion) to hold the Pledged Securities and U.S. Pledged Securities in the name of the applicable Pledgor, endorsed or assigned in blank or in favor of the Intercreditor Collateral Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent) or, if an Event of Default shall have occurred and be continuing, in its own name as pledgee or the name of its nominee (as pledgee or as sub-agent). Each If an Event of Default shall have occurred and be continuing, each Pledgor will promptly give to the Intercreditor Collateral Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent) copies of any notices or other communications received by it with respect to Pledged Securities or U.S. Pledged Securities, as applicable, registered in the name of such Pledgor. If an Event of Default shall have occurred and be continuing, the Intercreditor Collateral Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent) shall have the right to exchange the certificates representing Pledged Securities or U.S. Pledged Securities, as applicable held by it for certificates of smaller or larger denominations for any purpose consistent with this Agreement, subject to any applicable Intercreditor Agreement. Each Subject to any applicable Intercreditor Agreement, each Pledgor shall use its commercially reasonable efforts to cause any Indenture Party Subsidiary that is not a party to this Agreement to comply with a request by the Intercreditor Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent), pursuant to this Section 3.042.5, to exchange certificates representing Pledged Securities or U.S. Pledged Securities, as applicable, of such Indenture Party Subsidiary for certificates of smaller or larger denominations.

Registration in Nominee Name; Denominations. The Subject to the terms of any applicable Intercreditor Agent (or, if the First-Lien Termination Date has occurredAgreement, the Collateral Agent), on behalf of the Secured Parties, shall have the right (in its sole and absolute discretion) to hold the Pledged Securities in the name of the applicable Pledgor, endorsed or assigned in blank or in favor of the Intercreditor Collateral Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent) or, if an Event of Default shall have occurred and be continuing, in its own name as pledgee or the name of its nominee (as pledgee or as sub-agent). Each If an Event of Default shall have occurred and be continuing, each Pledgor will promptly give to the Intercreditor Collateral Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent) copies of any notices or other communications received by it with respect to Pledged Securities registered in the name of such Pledgor. If an Event of Default shall have occurred and be continuing, the Intercreditor Collateral Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent) shall have the right to exchange the certificates representing Pledged Securities held by it for certificates of smaller or larger denominations for any purpose consistent with this Agreement, subject to any applicable Intercreditor Agreement. Each Subject to any applicable Intercreditor Agreement, each Pledgor shall use its commercially reasonable efforts to cause any Indenture Party Subsidiary that is not a party to this Agreement to comply with a request by the Intercreditor Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent), pursuant to this Section 3.042.5, to exchange certificates representing Pledged Securities of such Indenture Party Subsidiary for certificates of smaller or larger denominations.

Registration in Nominee Name; Denominations. The Subject to any applicable Intercreditor Agent (or, if the First-Lien Termination Date has occurredAgreement, the Collateral Agent), on behalf of the Secured Parties, shall have the right (in its sole and absolute discretion) to hold the Pledged Securities in the name of the applicable Pledgor, endorsed or assigned in blank or in favor of the Intercreditor Collateral Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent) or, if an Event of Default shall have occurred and be continuing, in its own name as pledgee or the name of its nominee (as pledgee or as sub-agent). Each If an Event of Default shall have occurred and be continuing, each Pledgor will promptly give to the Intercreditor Collateral Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent) copies of any notices or other communications received by it with respect to Pledged Securities registered in the name of such Pledgor. If an Event of Default shall have occurred and be continuing, the Intercreditor Collateral Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent) shall have the right to exchange the certificates representing Pledged Securities held by it for certificates of smaller or larger denominations for any purpose consistent with this Agreement, subject to any applicable Intercreditor Agreement. Each Subject to any applicable Intercreditor Agreement, each Pledgor shall use its commercially reasonable efforts to cause any Indenture Party Subsidiary that is not a party to this Agreement to comply with a request by the Intercreditor Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent), pursuant to this Section 3.042.5, to exchange certificates representing Pledged Securities of such Indenture Party Subsidiary for certificates of smaller or larger denominations.

Registration in Nominee Name; Denominations. The Subject to the Second Lien Intercreditor Agreement, the First Lien Agent (or, or if the First-First Lien Termination Date has occurred, the Collateral Agent), on behalf of the Secured Parties, shall have the right (in its sole and absolute discretion) to hold the Pledged Securities in the name of the applicable Pledgor, endorsed or assigned in blank or in favor of the Intercreditor First Lien Agent (or, or if the First-First Lien Termination Date has occurred, the Collateral Agent) or, if an Event of Default shall have occurred and be continuing, in its own name as pledgee or the name of its nominee (as pledgee or as sub-agent). Each Subject to the Second Lien Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default, each Pledgor will promptly give to the Intercreditor First Lien Agent (or, or if the First-First Lien Termination Date has occurred, the Collateral Agent) copies of any notices or other communications received by it with respect to Pledged Securities registered in the name of such Pledgor. If Subject to the Second Lien Intercreditor Agreement, if an Event of Default shall have occurred and be continuing, the Intercreditor First Lien Agent (or, or if the First-First Lien Termination Date has occurred, the Collateral Agent) shall have the right to exchange the certificates representing Pledged Securities for certificates of smaller or larger denominations for any purpose consistent with this Agreement. Each Pledgor shall use its commercially reasonable efforts to cause any Indenture Party Subsidiary that is not a party to this Agreement to comply with a request by the Intercreditor First Lien Agent (or, or if the First-First Lien Termination Date has occurred, the Collateral Agent), pursuant to this Section 3.043.05, to exchange certificates representing Pledged Securities of such Indenture Party Subsidiary for certificates of smaller or larger denominations.

Registration in Nominee Name; Denominations. The Subject to the Second Lien Intercreditor Agreement, to the extent permitted by applicable Gaming Law, the First Lien Agent (or, or if the First-Lien Termination Date has occurred, the Collateral Agent), on behalf of the Secured Parties, shall have the right (in its sole and absolute discretion) to hold the Pledged Securities in the name of the applicable Pledgor, endorsed or assigned in blank or in favor of the Intercreditor First Lien Agent (or, or if the First-Lien Termination Date has occurred, the Collateral Agent) or, if an Event of Default shall have occurred and be continuingcontinuing and it shall have provided the applicable Pledgor five (5) Business Days prior written notice, in its own name as pledgee or the name of its nominee (as pledgee or as sub-agent). Each Subject to the Second Lien Intercreditor Agreement, to the extent permitted by applicable Gaming Law, upon the occurrence and during the continuance of an Event of Default, each Pledgor will promptly give to the Intercreditor First Lien Agent (or, or if the First-Lien Termination Date has occurred, the Collateral Agent) copies of any written notices or other written communications received by it with respect to Pledged Securities registered in the name of such Pledgor. If Subject to the Second Lien Intercreditor Agreement, if an Event of Default shall have occurred and be continuing, the Intercreditor First Lien Agent (or, or if the First-Lien Termination Date has occurred, the Collateral Agent) shall have the right to exchange the certificates representing Pledged Securities for certificates of smaller or larger denominations for any purpose consistent with this Agreement. Each To the extent permitted by applicable Gaming Law, each Pledgor shall use its commercially reasonable efforts to cause any Indenture Party Restricted Subsidiary that is not a party to this Agreement to comply with a request by the Intercreditor First Lien Agent (or, or if the First-Lien Termination Date has occurred, the Collateral Agent), pursuant to this Section 3.042.05, to exchange certificates representing Pledged Securities of such Indenture Party Restricted Subsidiary for certificates of smaller or larger denominations.

Registration in Nominee Name; Denominations. The Intercreditor Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent), on behalf of the Secured Parties, shall have the right (in its sole and absolute discretion) to hold the Pledged Securities (other than Pledged Securities that are ULC Interests) in the name of the applicable Pledgor, endorsed or assigned in blank or in favor of the Intercreditor Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent) or, if an Event of Default shall have occurred and be continuing, in its own name as pledgee or the name of its nominee (as pledgee or as sub-agent). Each Following the occurrence and during the continuance of an Event of Default, each Pledgor will promptly give to the Intercreditor Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent) copies of any notices or other communications received by it with respect to Pledged Securities registered in the name of such Pledgor. If an Event of Default shall have occurred and be continuing, the Intercreditor Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent) shall have the right to exchange the certificates representing Pledged Securities (other than Pledged Securities that are ULC Interests) held by it for certificates of smaller or larger denominations for any purpose consistent with this Agreement. With respect to Pledged Securities that are ULC Interests, at any time at which an Event of Default has occurred and is continuing, the Agent shall have the right to require the Pledgors to cause the ULC Interests to be transferred and registered as the Agent may direct and each applicable Pledgor covenants that, at the time of any such transfer, it will provide all required consents and approvals. Each Pledgor shall use its commercially reasonable efforts to cause any Indenture Party Subsidiary that is not a party to this Agreement to comply with a request by the Intercreditor Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent), pursuant to this Section 3.043.05, to exchange certificates representing Pledged Securities of such Indenture Party Subsidiary for certificates of smaller or larger denominations.

Registration in Nominee Name; Denominations. The Intercreditor First Lien Agent (or, if the First-First Lien Termination Date has occurred, the Collateral Agent), on behalf of the Secured Parties, shall have the right (in its sole and absolute discretion) to hold the Pledged Securities in the name of the applicable Pledgor, endorsed or assigned in blank or in favor of the Intercreditor the First Lien Agent (or, if the First-First Lien Termination Date has occurred, the Collateral Agent) or, if an Event of Default shall have occurred and be continuing, in its own name as pledgee or the name of its nominee (as pledgee or as sub-agent). Each Pledgor will promptly give to the Intercreditor First Lien Agent (or, if the First-First Lien Termination Date has occurred, the Collateral Agent) copies of any notices or other communications received by it with respect to Pledged Securities registered in the name of such Pledgor. If an Event of Default shall have occurred and be continuing, following the Intercreditor First Lien Termination Date, the First Lien Agent (or, if the First-First Lien Termination Date has occurred, the Collateral Agent) shall have the right to exchange the certificates representing Pledged Securities for certificates of smaller or larger denominations for any purpose consistent with this Agreement. Each Pledgor shall use its commercially reasonable efforts to cause any Indenture Party Subsidiary of QD LLC that is not a party to this Agreement to comply with a request by the Intercreditor First Lien Agent (or, if the First-First Lien Termination Date has occurred, the Collateral Agent), pursuant to this Section 3.04, to exchange certificates representing Pledged Securities of such Indenture Party Subsidiary of QD LLC for certificates of smaller or larger denominations.

Registration in Nominee Name; Denominations. The Subject to the ABL Intercreditor Agent Agreement, (or, if a) the First-Lien Termination Date has occurred, the Applicable Collateral Agent), on behalf of the Secured Parties, shall have the right (in its sole and absolute discretion) to hold the Pledged Securities in the name of the applicable PledgorHoldings, endorsed or assigned in blank or in favor of the Intercreditor Applicable Collateral Agent (oracting as gratuitous bailee / agent for perfection purposes, pursuant to Section 2.12 of the ABL Intercreditor Agreement, if the First-Lien Termination Date has occurred, Applicable Collateral Agent is not the Collateral Agent) ), for the benefit of the Secured Parties or, if an Event of Default shall have occurred and be continuing, in its own name as pledgee or the name of its nominee (as pledgee or as sub-agent). Each Pledgor , or the name of Holdings, endorsed or assigned in blank in favor of the Applicable Collateral Agent, and (b) if an Event of Default shall have occurred and be continuing, Holdings will promptly give to the Intercreditor Applicable Collateral Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent) copies of any notices or other communications received by it with respect to Pledged Securities registered in the name of such PledgorHoldings. If Subject to the ABL Intercreditor Agreement, if an Event of Default shall have occurred and be continuing, the Intercreditor Applicable Collateral Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent) shall have the right to exchange the certificates representing Pledged Securities for certificates of smaller or larger denominations for any purpose consistent with this Agreement. Each Pledgor Holdings shall use its commercially reasonable efforts to cause any Indenture Party that is not a party to this Agreement the Borrower to comply with a request by the Intercreditor Agent (or, if the First-Lien Termination Date has occurred, the Applicable Collateral Agent), pursuant to this Section 3.043.05, to exchange certificates representing Pledged Securities of such Indenture Party the Borrower for certificates of smaller or larger denominations.

Registration in Nominee Name; Denominations. The Subject to the Second Lien Intercreditor Agreement, the First Lien Agent (or, or if the First-Lien Termination Date has occurred, the Collateral Agent), on behalf of the Secured Parties, shall have the right (in its sole and absolute discretion) to hold the Pledged Securities in the name of the applicable Pledgor, endorsed or assigned in blank or in favor of the Intercreditor First Lien Agent (or, or if the First-Lien Termination Date has occurred, the Collateral Agent) or, if an Event of Default shall have occurred and be continuing, in its own name as pledgee or the name of its nominee (as pledgee or as sub-agent). Each Subject to the Second Lien Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default, each Pledgor will promptly give to the Intercreditor First Lien Agent (or, or if the First-Lien Termination Date has occurred, the Collateral Agent) copies of any notices or other communications received by it with respect to Pledged Securities registered in the name of such Pledgor. If Subject to the Second Lien Intercreditor Agreement, if an Event of Default shall have occurred and be continuing, the Intercreditor First Lien Agent (or, or if the First-Lien Termination Date has occurred, the Collateral Agent) shall have the right to exchange the certificates representing Pledged Securities for certificates of smaller or larger denominations for any purpose consistent with this Agreement. Each Pledgor shall use its commercially reasonable efforts to cause any Indenture Party Subsidiary that is not a party to this Agreement to comply with a request by the Intercreditor First Lien Agent (or, or if the First-Lien Termination Date has occurred, the Collateral Agent), pursuant to this Section 3.043.05, to exchange certificates representing Pledged Securities of such Indenture Party Subsidiary for certificates of smaller or larger denominations.

Registration in Nominee Name; Denominations. The Intercreditor If an Event of Default shall have occurred and be continuing and the Collateral Agent shall have given the Borrower written notice prior to its intent to exercise the following rights, (or, if the First-Lien Termination Date has occurred, a) the Collateral Agent), on behalf for the benefit of the Secured Parties, shall have the right (in its sole and absolute discretion) to hold cause each of the Pledged Securities in to be transferred of record into the name of the applicable Pledgor, endorsed or assigned in blank or in favor of the Intercreditor Collateral Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent) or, if an Event of Default shall have occurred and be continuing, in its own name as pledgee or the name of its nominee (as pledgee or as sub-agent). Each Pledgor will promptly give to the Intercreditor Agent ) and (or, if the First-Lien Termination Date has occurred, b) the Collateral Agent) copies of any notices or other communications received by it with respect to Pledged Securities registered in the name of such Pledgor. If an Event of Default shall have occurred and be continuing, the Intercreditor Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent) shall have the right to exchange the certificates representing the Pledged Securities for certificates of smaller or larger denominations for any purpose consistent with this AgreementAgreement to the extent permitted by the documentation governing such the Pledged Securities. Each Pledgor shall use its commercially reasonable efforts to cause any Indenture Party that is not Section 6.4 Collateral Agent Not a party to Partner or Limited Liability Company Member. Nothing contained in this Agreement shall be construed to comply with make the Collateral Agent or any other Secured Party liable as a request member of any limited liability company or as a partner of any partnership and neither the Collateral Agent nor any other Secured Party by virtue of this Agreement or otherwise (except as referred to in the Intercreditor following sentence) shall have any of the duties, obligations or liabilities of a member of any limited liability company or as a partner in any partnership. The parties hereto expressly agree that, unless the Collateral Agent (orshall become the absolute owner of Pledged Equity Interests consisting of a limited liability company interest or a partnership interest pursuant hereto, if the First-Lien Termination Date has occurred, this Agreement shall not be construed as creating a partnership or joint venture among the Collateral Agent), pursuant to this Section 3.04any other Secured Party, to exchange certificates representing Pledged Securities of such Indenture Party for certificates of smaller or larger denominationsany Grantor and/or any other Person. ARTICLE VII.

Registration in Nominee Name; Denominations. The Subject to the First Lien/Second Lien Intercreditor Agent Agreement and the First Lien/First Lien Intercreditor Agreement (orif entered into), if the First-Lien Termination Date has occurred, (a) the Collateral Agent), on behalf of the Secured Parties, shall have the right (in its sole and absolute discretion) to hold the Pledged Securities in the name of the applicable PledgorHoldings, endorsed or assigned in blank or in favor of the Intercreditor Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent) , for the benefit of the Secured Parties or, if an Event of Default shall have occurred and be continuing, in its own name as pledgee or the name of its nominee (as pledgee or as sub-agent). Each Pledgor , or the name of Holdings, endorsed or assigned in blank in favor of the Collateral Agent, and (b) if an Event of Default shall have occurred and be continuing, Holdings will promptly give to the Intercreditor Collateral Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent) copies of any notices or other communications received by it with respect to Pledged Securities registered in the name of such PledgorHoldings. If Subject to the First Lien/Second Lien Intercreditor Agreement and the First Lien/First Lien Intercreditor Agreement (if entered into), if an Event of Default shall have occurred and be continuing, the Intercreditor Collateral Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent) shall have the right to exchange the certificates representing Pledged Securities for certificates of smaller or larger denominations for any purpose consistent with this Agreement. Each Pledgor Holdings shall use its commercially reasonable efforts to cause any Indenture Party that is not a party to this Agreement the Borrower to comply with a request by the Intercreditor Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent), pursuant to this Section 3.043.05, to exchange certificates representing Pledged Securities of such Indenture Party the Borrower for certificates of smaller or larger denominations.

Registration in Nominee Name; Denominations. The Subject to the terms of any applicable Intercreditor Agent (or, if the First-Lien Termination Date has occurredAgreement, the Collateral Agent), on behalf of the Secured Parties, shall have the right (in its sole and absolute discretion) to hold the Pledged Securities in the name of the applicable Pledgor, endorsed or assigned in blank or in favor of the Intercreditor Collateral Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent) or, if an Event of Default shall have occurred and be continuing, in its own name as pledgee or the name of its nominee (as pledgee or as sub-agent). Each If an Event of Default shall have occurred and be continuing, each Pledgor will promptly give to the Intercreditor Collateral Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent) copies of any notices or other communications received by it with respect to Pledged Securities registered in the name of such Pledgor. If an Event of Default shall have occurred and be continuing, the Intercreditor Collateral Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent) shall have the right to exchange the certificates representing Pledged Securities held by it for certificates of smaller or larger denominations for any purpose consistent with this Agreement, subject to the terms of any applicable Intercreditor Agreement. Each Subject to the terms of any applicable Intercreditor Agreement, each Pledgor shall use its commercially reasonable efforts to cause any Indenture Party Subsidiary that is not a party to this Agreement to comply with a request by the Intercreditor Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent), pursuant to this Section 3.042.5, to exchange certificates representing Pledged Securities of such Indenture Party Subsidiary for certificates of smaller or larger denominations.

Registration in Nominee Name; Denominations. The Intercreditor Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent), on behalf of the Secured Parties, shall have the right (in its sole and absolute discretion) to hold the Pledged Securities (other than Pledged Securities that are ULC Interests) in the name of the applicable Pledgor, endorsed or assigned in blank or in favor of the Intercreditor Collateral Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent) or, if an Event of Default shall have occurred and be continuing, in its own name as pledgee or the name of its nominee (as pledgee or as sub-agent). Each During the continuance of any Event of Default, each Pledgor will promptly give to the Intercreditor Collateral Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent) copies of any notices or other communications received by it with respect to Pledged Securities registered in the name of such Pledgor. If an Event of Default shall have occurred and be continuing, the Intercreditor Collateral Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent) shall have the right to exchange the certificates representing Pledged Securities (other than Pledged Securities that are ULC Interests) held by it for certificates of smaller or larger denominations for any purpose consistent with this Agreement. With respect to Pledged Securities that are ULC Interests, at any time at which an Event of Default has occurred and is continuing, the Collateral Agent shall have the right to require the Pledgors to cause the ULC Interests to be transferred and registered as the Collateral Agent may direct and each applicable Pledgor covenants that, at the time of any such transfer, it will provide all required consents and approvals. Each Pledgor shall use its commercially reasonable efforts to cause any Indenture Party Subsidiary that is not a party to this Agreement to comply with a request by the Intercreditor Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent), pursuant to this Section 3.042.05, to exchange certificates representing Pledged Securities of such Indenture Party Subsidiary for certificates of smaller or larger denominations.

Registration in Nominee Name; Denominations. The Intercreditor Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent), on behalf of the Secured Parties, shall have the right (in its sole and absolute discretion) to hold the Pledged Securities in the name of the applicable Pledgor, endorsed or assigned in blank or in favor of the Intercreditor Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent) or, if an Event of Default shall have occurred and be continuing, in its own name as pledgee or pledgee, the name of its nominee (as pledgee or as sub-agent)) or the name of the Pledgors, endorsed or assigned in blank or in favor of the Collateral Agent. Each Pledgor will promptly give to the Intercreditor Collateral Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent) copies of any notices or other communications received by it with respect to Pledged Securities registered in the name of such Pledgor. If an Event of Default The Collateral Agent shall have occurred and be continuing, the Intercreditor Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent) shall at all times have the right to exchange the certificates representing Pledged Securities for certificates of smaller or larger denominations for any purpose consistent with this Agreement. The applicable Pledgor shall, for each interest in any limited liability company or limited partnership controlled by such Pledgor and pledged hereunder that is represented by a certificate, in the organizational documents of such limited liability company or limited partnership, cause the issuer of such interests to elect to treat such interests as a "security" within the meaning of Article 8 of the Uniform Commercial Code of its jurisdiction of organization or formation, as applicable, by including in its organizational documents language substantially similar to the following and, accordingly, such interests shall be governed by Article 8 of the Uniform Commercial Code: "The Partnership/Company hereby irrevocably elects that all membership interests in the Partnership/Company shall be securities governed by Article 8 of the Uniform Commercial Code of [jurisdiction of organization or formation, as applicable]. Each certificate evidencing partnership/membership interests in the Partnership/Company shall bear the following legend: "This certificate evidences an interest in [name of Partnership/LLC] and shall be a security for purposes of Article 8 of the Uniform Commercial Code." No change to this provision shall be effective until all outstanding certificates have been surrendered for cancelation and any new certificates thereafter issued shall not bear the foregoing legend. For each interest in any limited liability company or limited partnership controlled by any Pledgor shall use its commercially reasonable efforts to cause any Indenture Party and pledged hereunder that is not represented by a party certificate, the applicable Pledgor agrees that it shall not, (a) at any time, elect to treat any such interest as a "security" within the meaning of Article 8 of the Uniform Commercial Code of its jurisdiction of organization or formation, as applicable, or (b) issue any certificate representing such interest, unless (i) in the case of clause (a), such Pledgor provides prior written notification to the Collateral Agent of such election and (ii) in the case of clause (b), such Pledgor immediately complies with the requirements of the second paragraph of this Agreement Section 4 with respect to such interest and immediately pledges any such certificate to the Collateral Agent pursuant to the terms hereof. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by any Pledgor are held by such Pledgor or its nominee through a securities intermediary or commodity intermediary, such Pledgor shall promptly notify the Collateral Agent thereof and, at the Collateral Agent's request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Collateral Agent, either (i) cause such securities intermediary or (as the case may be) commodity intermediary to agree to comply with a request entitlement orders or other instructions from the Collateral Agent to such securities intermediary as to such security entitlements, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Intercreditor Collateral Agent to such commodity intermediary, in each case without further consent of any Pledgor or such nominee, or (orii) in the case of Financial Assets or other Investment Property (each as defined in the NY UCC) held through a securities intermediary, if arrange for the First-Lien Termination Date has occurredCollateral Agent to become the entitlement holder with respect to such investment property, with the Pledgor being permitted, only with the consent of the Collateral Agent), pursuant to this Section 3.04, to exchange certificates representing Pledged Securities exercise rights to withdraw or otherwise deal with such investment property. The Collateral Agent agrees with each Pledgor that the Collateral Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Pledgor, unless an Event of Default has occurred and is continuing, or, after giving effect to any such Indenture Party investment and withdrawal rights would occur. The provisions of this paragraph shall not apply to any financial assets credited to a securities account for certificates of smaller or larger denominationswhich the Collateral Agent is the securities intermediary.

Registration in Nominee Name; Denominations. The Intercreditor Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent), on behalf of the Secured Parties, shall have the right but not the obligation (in its sole and absolute discretion) to hold the Pledged Securities in the name of the applicable Pledgor, endorsed or assigned in blank or in favor of the Intercreditor Collateral Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent) or, if an Event of Default shall have occurred and be continuingcontinuing and the Collateral Agent has given at least one (1) Business Day’s prior written notice to the Issuer of the Collateral Agent’s intention to exercise its right hereunder, in its own name as pledgee or the name of its nominee (as pledgee or as sub-agent). Each Following the occurrence and during the continuance of an Event of Default and after the Collateral Agent has given at least one (1) Business Day’s prior written notice to the Issuer of the Collateral Agent’s intention to exercise its right hereunder, the Pledgor will promptly give to the Intercreditor Collateral Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent) copies of any notices or other communications received by it with respect to Pledged Securities registered in the name of such the Pledgor. If an Event of Default shall have occurred and be continuing, continuing and the Intercreditor Collateral Agent has given at least one (or, if 1) Business Day’s prior written notice to the First-Lien Termination Date has occurredIssuer of the Collateral Agent’s intention to exercise its right hereunder, the Collateral Agent) Agent shall have the right to exchange the certificates representing Pledged Securities for certificates of smaller or larger denominations share amounts for any purpose consistent with this Agreement. Each The Pledgor shall use its commercially reasonable efforts to cause any Indenture Party that is not a party to this Agreement MYT Holdco to comply with a request by the Intercreditor Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent), pursuant to this Section 3.042.05, to exchange certificates representing Pledged Securities of such Indenture Party MYT Holdco for certificates of smaller or larger denominationsshare amounts.

Registration in Nominee Name; Denominations. The Intercreditor Agent (or, if Following the Discharge of First-Priority Lien Termination Date has occurredObligations, the Collateral Agent), on behalf of the Secured Parties, shall have the right (in its sole and absolute discretion) to hold the Pledged Securities in the name of the applicable PledgorGrantor, endorsed or assigned in blank or in favor of the Intercreditor Collateral Agent (or, if upon the First-Lien Termination Date has occurred, occurrence and during the Collateral Agent) or, if continuance of an Event of Default shall have occurred and be continuingwith written notice to the applicable Grantor given concurrently (if possible after using reasonable efforts) or promptly thereafter (and in any event within five days), in its own name as pledgee or the name of its nominee (as pledgee or as sub-agent); provided that any failure by the Collateral Agent to provide notice shall not affect the Collateral Agent’s Security Interest in the Pledged Securities or rights hereunder. Each Pledgor Grantor will promptly give to the Intercreditor Collateral Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent) copies of any notices or other communications received by it with respect to Pledged Securities registered in the name of such PledgorGrantor. If The Collateral Agent shall at all times upon the occurrence and during the continuance of an Event of Default shall have occurred and be continuing, the Intercreditor Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent) shall have the right to exchange the certificates representing Pledged Securities for certificates of smaller or larger denominations for any purpose consistent with this AgreementAgreement in the case of Pledged Securities of Persons that are not Subsidiaries, to the extent permitted by the documentation governing such Pledged Securities. Each Pledgor Grantor shall use its commercially reasonable efforts to cause any Indenture Party Subsidiary of the Company that is not a party to this Agreement to comply with a request by the Intercreditor Collateral Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent), pursuant to this Section 3.04, 3.05 to exchange certificates representing Pledged Securities of such Indenture Party Subsidiary of the Company for certificates of smaller or larger denominations.

Registration in Nominee Name; Denominations. The Subject to any applicable Intercreditor Agent (or, if the First-Lien Termination Date has occurredAgreement, the Collateral Agent), on behalf of the Secured Parties, shall have the right (in its sole and absolute discretion) to hold the Pledged Securities (other than Pledged Securities that are ULC Interests) in the name of the applicable Pledgor, endorsed or assigned in blank or in favor of the Intercreditor Collateral Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent) or, if an Event of Default shall have occurred and be continuing, in its own name as pledgee or the name of its nominee (as pledgee or as sub-agent). Each Following any continuing Event of Default, each Pledgor will promptly give to the Intercreditor Collateral Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent) copies of any notices or other communications received by it with respect to Pledged Securities registered in the name of such Pledgor. If an Event of Default shall have occurred and be continuing, the Intercreditor Collateral Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent) shall have the right to exchange the certificates representing Pledged Securities (other than Pledged Securities that are ULC Interests) held by it for certificates of smaller or larger denominations for any purpose consistent with this Agreement, subject to any applicable Intercreditor Agreement. Each Pledgor shall use its commercially reasonable efforts Subject to cause any Indenture Party that is not a party applicable Intercreditor Agreement, with respect to this Agreement to comply with a request by the Intercreditor Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent), pursuant to this Section 3.04, to exchange certificates representing Pledged Securities of such Indenture Party for certificates of smaller or larger denominations.that 13

Registration in Nominee Name; Denominations. The Subject to the terms of the Intercreditor Agent (or, if the First-Lien Termination Date has occurredAgreement, the Collateral Agent)Priority Representative, on behalf of the Secured Parties, shall have the right (in its sole and absolute discretion) to hold the Pledged Securities (other than Pledged Securities that are ULC Interests) in the name of the applicable Pledgor, endorsed or assigned in blank or in favor of the Intercreditor Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent) Priority Representative or, if an Event of Default shall have occurred and be continuing, in its own name as pledgee or the name of its nominee (as pledgee or as sub-agent). Each Pledgor will promptly give to the Intercreditor Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent) Trustee copies of any notices or other communications received by it with respect to Pledged Securities registered in the name of such Pledgor. If Subject to the terms of the Intercreditor Agreement, if an Event of Default shall have occurred and be continuing, the Intercreditor Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent) Trustee shall have the right to exchange the certificates representing Pledged Securities (other than Pledged Securities that are ULC Interests) for certificates of smaller or larger denominations for any purpose consistent with this Agreement. With respect to Pledged Securities that are ULC Interests, subject to the terms of the Intercreditor Agreement, at any time at which an Event of Default has occurred and is continuing, the Collateral Trustee shall have the right to require the Pledgors to cause the ULC Interests to be transferred and registered as the Collateral Trustee may direct and each applicable Pledgor covenants that, at the time of any such transfer, it will provide all required consents and approvals. Each Pledgor shall use its commercially reasonable efforts to cause any Indenture Loan Party (as defined in the Intercreditor Agreement) that is not a party to this Agreement to comply with a request by the Intercreditor Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent)Trustee, pursuant to this Section 3.042.04, to exchange certificates representing Pledged Securities of such Indenture Loan Party (as defined in the Intercreditor Agreement) for certificates of smaller or larger denominations.

Registration in Nominee Name; Denominations. The Intercreditor First Priority Agent (or, if except as provided in the First-Intercreditor Agreements, following the First Lien Termination Date has occurredPriority Indebtedness Payment Date, the Collateral Agent), on behalf of the Secured Parties, shall have the right (in its sole and absolute discretion) to hold the Pledged Securities in the name of the applicable PledgorGrantor, endorsed or assigned in blank or in favor of the Intercreditor First Priority Agent or the Collateral Agent (oror as otherwise provided in the Intercreditor Agreements), if the First-Lien Termination Date has occurredas applicable, the Collateral Agent) or, if an Event of Default shall have occurred and be continuing, in its own name as pledgee or the name of its nominee (as pledgee or as sub-agent). Each Pledgor Grantor will promptly give to the Intercreditor Collateral Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent) copies of any notices or other communications received by it with respect to Pledged Securities registered in the name of such PledgorGrantor. If an Event of Default shall have occurred and be continuing, the Intercreditor First Priority Agent (or, if except as provided in the First-Intercreditor Agreements, following the First Lien Termination Date has occurredPriority Indebtedness Payment Date, the Collateral Agent) shall have the right to exchange the certificates representing Pledged Securities for certificates of smaller or larger denominations for any purpose consistent with this Agreement. Each Pledgor Grantor shall use its commercially reasonable efforts to cause any Indenture Party Grantor that is not a party to this Agreement to comply with a request by the Intercreditor First Priority Agent (or, if the First-Lien Termination Date has occurred, or the Collateral Agent), as applicable, pursuant to this Section 3.04, to exchange certificates representing Pledged Securities of such Indenture Party Grantor for certificates of smaller or larger denominations.