Common use of Right to Receive Distributions on Collateral; Voting Clause in Contracts

Right to Receive Distributions on Collateral; Voting. (a) So long as no Event of Default shall have occurred and be continuing: (i) Each Credit Party shall be entitled to exercise any and all voting, management, administration and other consensual rights pertaining to the Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement and the other Finance Documents; PROVIDED, HOWEVER, that each Credit Party shall give the U.S. Collateral Agent at least five days' written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right, and no Credit Party shall exercise or refrain from exercising any such right if, in the U.S. Collateral Agent's judgment, such action would violate or be inconsistent with any of the terms of this Agreement, any other Finance Document or any Derivatives Agreement, or would have the effect of impairing the position or interests of the U.S. Collateral Agent or any other Finance Party hereunder or thereunder. (ii) Each Credit Party shall be entitled to receive and retain any and all dividends, interest, distributions, cash, instruments and other payments and distributions made upon or in respect of the Collateral; PROVIDED, HOWEVER, that any and all: (A) dividends, interest and other payments and distributions paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Collateral; (B) dividends and other payments and distributions paid or payable in cash in respect of any Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus; (C) additional stock, other securities, limited liability company membership interests, partnership interests, promissory notes or other instruments or property paid or distributed in respect of any Pledged Shares, Pledged LLC Interests or Pledged Partnership Interests by way of share-split, spin-off, split-up, reclassification, combination of shares or similar rearrangement; (D) all other or additional stock, other securities, limited liability company membership interests, partnership interests, promissory notes or other instruments or property which may be paid in respect of the Collateral by reason of any consolidation, merger, exchange of shares, conveyance of assets, liquidation or similar reorganization; and (E) cash paid, payable or otherwise distributed in respect of principal of, in redemption of, or in exchange for, any Collateral; shall be forthwith (i) Delivered to the U.S. Collateral Agent or its nominee or custodian to hold as Collateral hereunder or (ii) in the case of any amount referred to in this SECTION 5.01(a)(ii) paid or distributed in cash, forthwith deposited in a Deposit Account maintained with the U.S. Collateral Agent or with respect to which an effective Account Control Agreement as contemplated by SECTION 4.14 of the U.S. Security Agreement has been delivered to the U.S. Collateral Agent and shall, if received by any Credit Party, be received in trust for the benefit of the U.S. Collateral Agent and the Finance Parties, be segregated from the other property or funds of such Credit Party and be forthwith Delivered, in the same form as so received, to the U.S. Collateral Agent or its nominee or custodian to hold as Collateral or deposited in a Deposit Account as contemplated by CLAUSE (ii) above. (iii) The U.S. Collateral Agent shall, upon receiving a written request from any Credit Party accompanied by a certificate signed by an authorized officer of such Credit Party stating that no Default or Event of Default has occurred and is continuing, execute and deliver (or cause to be executed and delivered) to such Credit Party or as specified in such request all proxies, powers of attorney, consents, ratifications and waivers and other instruments as such Credit Party may reasonably request for the purpose of enabling such Credit Party to exercise the voting and other rights which it is entitled to exercise pursuant to PARAGRAPH (i) above and to receive the dividends, interest, distributions, cash, instruments or other payments or distributions which it is authorized to receive and retain pursuant to PARAGRAPH (ii) above in respect of any of the Collateral which is registered in the name of the U.S. Collateral Agent or its nominee. (b) Upon the occurrence and during the continuance of an Event of Default: (i) All rights of each Credit Party to receive the dividends, interest, distributions, cash, instruments and other payments and distributions which it would otherwise be authorized to receive and retain pursuant to SECTION 5.01(a)(ii) shall cease, and all such rights shall thereupon become vested in the U.S. Collateral Agent, which shall thereupon have the sole right to receive and hold as Collateral such dividends, interest, distributions, cash, instruments and other payments and distributions. (ii) All dividends, interest, distributions, cash, instruments and other payments and distributions which are received by any Credit Party contrary to the provisions of paragraph (i) of this SECTION 5.01(b) shall be received in trust for the benefit of the U.S. Collateral Agent and the Finance Parties, shall be segregated from other property or funds of such Credit Party and shall be forthwith Delivered, in the same form as so received to the U.S. Collateral Agent or its nominee or custodian to hold as Collateral. (c) Upon the occurrence and during the continuance of an Event of Default, all rights of such Credit Party to exercise the voting, management, administration and other consensual rights which it would otherwise be entitled to exercise pursuant to SECTION 5.01(a)(i) shall cease, all such rights shall thereupon become vested in the U.S. Collateral Agent, who shall thereupon have the sole right to exercise such voting and other consensual rights, and such Credit Party shall take all actions as may be necessary or appropriate to effect such right of the U.S. Collateral Agent.

Right to Receive Distributions on Collateral; Voting. (a) So long as no Event of Default shall have occurred and be continuing: (i) Each Credit Party Pledgor shall be entitled to exercise any and all voting, management, administration and other consensual rights pertaining to the Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement and the other Finance Loan Documents; PROVIDEDprovided, HOWEVERhowever, that each Credit Party no Pledgor shall give the U.S. Collateral Agent at least five days' written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right, and no Credit Party shall event exercise or refrain from exercising any such right if, rights in the U.S. Collateral Agent's judgment, any manner if such action would violate or be inconsistent with any of the terms of this Agreement, any other Finance Document or any Derivatives AgreementLoan Document, or would have the effect of impairing the position or interests of the U.S. Collateral Administrative Agent or any other Finance Party hereunder or thereunder, or could reasonably be expected to have a Material Adverse Effect. (ii) Each Credit Party Pledgor shall be entitled to receive and retain retain, and to utilize free and clear of the Lien hereof, any and all dividends, interest, principal, distributions, cash, instruments instruments, property and other payments and distributions paid on, or made upon or in respect of, the Collateral, but only if and to the extent that such dividends, interest, distributions, principal, cash, instruments, property, payments and distributions are paid, made or distributed in accordance with the terms and conditions of the CollateralCredit Agreement, the other Loan Documents and applicable Laws; PROVIDEDprovided, HOWEVERhowever, that that, to the extent not constituting Excluded Property, any and all: (A) dividends, interest and other payments and distributions paid or payable payable, in each case, other than in cash in respect of, and instruments and other noncash property received, receivable or otherwise distributed in respect of, or in exchange for, or in redemption of, any Collateral; (B) dividends dividends, interest and other payments and distributions paid or payable payable, in each case, other than in cash in respect of of, and instruments and other noncash property received, receivable or otherwise distributed in respect of, or in exchange for, any Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus; (C) additional stock, other securities, limited liability company membership interests, partnership interests, other equity or ownership interests, promissory notes or other instruments or property paid paid, received or distributed in respect of any Pledged Shares, Pledged LLC Interests or Pledged Partnership Equity Interests by way of share-split, spin-off, split-up, reclassification, combination of shares or similar rearrangement;; and (D) all other or additional stock, other securities, limited liability company membership interests, partnership interests, other equity or ownership interests, promissory notes or other instruments or noncash property which may be paid paid, received or distributed in respect of the Collateral by reason of any consolidation, merger, exchange of shares, exchange for Pledge Equity Interests or any part thereof, redemption thereof, conveyance of assets, liquidation or similar reorganization; and (E) cash paid, payable or otherwise distributed in respect of principal of, in redemption of, or in exchange for, any Collateral; shall be forthwith promptly (iand in any event within three (3) Business Days) Delivered to the U.S. Collateral Administrative Agent or its nominee or custodian to hold as Collateral hereunder or (ii) in the case of any amount referred to in this SECTION 5.01(a)(ii) paid or distributed in cash, forthwith deposited in a Deposit Account maintained with the U.S. Collateral Agent or with respect to which an effective Account Control Agreement as contemplated by SECTION 4.14 of the U.S. Security Agreement has been delivered to the U.S. Collateral Agent and shall, if received by any Credit PartyPledgor, be received in trust for the benefit of the U.S. Collateral Administrative Agent and the Finance other Secured Parties, be segregated from the other property or or, if applicable, funds of such Credit Party Pledgor and shall be forthwith promptly (and in any event within two (2) Business Days) Delivered, in the same form as so received, received (with any necessary endorsement reasonably requested by the Administrative Agent) to the U.S. Collateral Administrative Agent or its nominee or custodian to hold as Collateral or deposited in a Deposit Account as contemplated by CLAUSE (ii) aboveCollateral. (iii) The U.S. Collateral Administrative Agent shall, upon receiving a written request from any Credit Party Pledgor accompanied by a certificate signed by an authorized officer of such Credit Party Pledgor stating that no Default or Event of Default has occurred and is continuing, execute and deliver (or cause to be executed and delivered) to such Credit Party Pledgor or as specified in such request all proxies, powers of attorney, consents, ratifications and waivers and other instruments as such Credit Party Pledgor may reasonably request for the purpose of enabling such Credit Party Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to PARAGRAPH (iSection 5.01(a)(i) above and to receive the dividends, interest, principal, distributions, cash, instruments instruments, property or other payments or distributions which it is authorized to receive and retain pursuant to PARAGRAPH (iiSection 5.01(a)(ii) above in respect of any of the Collateral which is registered in the name of the U.S. Collateral Administrative Agent or its nominee. (b) Upon the occurrence and during the continuance of an any Event of Default: (i) All rights of each Credit Party to receive the dividends, interest, distributions, cash, instruments and other payments and distributions which it would otherwise be authorized to receive and retain pursuant to SECTION 5.01(a)(ii) shall cease, and all such rights shall thereupon become vested in the U.S. Collateral Agent, which shall thereupon have the sole right to receive and hold as Collateral such dividends, interest, distributions, cash, instruments and other payments and distributions. (ii) All dividends, interest, distributions, cash, instruments and other payments and distributions which are received by any Credit Party contrary to the provisions of paragraph (i) of this SECTION 5.01(b) shall be received in trust for the benefit of the U.S. Collateral Agent and the Finance Parties, shall be segregated from other property or funds of such Credit Party and shall be forthwith Delivered, in the same form as so received to the U.S. Collateral Agent or its nominee or custodian to hold as Collateral. (c) Upon the occurrence and during the continuance of an Event of Default, all rights of such Credit Party Pledgor to exercise the voting, management, administration and other consensual rights which it would otherwise be entitled to exercise pursuant to SECTION Section 5.01(a)(i) shall immediately cease, and, subject to the Applicable Insurance Regulations, all such rights shall thereupon become vested in the U.S. Collateral Administrative Agent, who shall thereupon have the sole right to exercise such voting and other consensual rights, and such Credit Party Pledgor shall take all actions as may be necessary or appropriate to effect such right of the U.S. Collateral Administrative Agent. (ii) All rights of each Pledgor to receive the dividends, interest, principal, distributions, cash, instruments, property and other payments and distributions which it would otherwise be authorized to receive and retain pursuant to Section 5.01(a)(ii) shall immediately cease, and, subject to the Applicable Insurance Regulations, all such rights shall thereupon become vested in the Administrative Agent, which shall thereupon have the sole right to receive and hold as Collateral such dividends, interest, principal, distributions, cash, instruments, property and other payments and distributions. (c) All dividends, interest, principal, distributions, cash, instruments, property and other payments and distributions which are received by any Pledgor contrary to the provisions of Section 5.01(b)(ii) shall be received in trust for the benefit of the Administrative Agent and the other Secured Parties, shall be segregated from other property or funds of such Pledgor and shall immediately be Delivered or otherwise paid over or delivered to the Administrative Agent as Collateral in the same form as so received (with any necessary endorsement). (d) Each Pledgor shall, at its sole cost and expense, from time to time execute and deliver to the Administrative Agent appropriate instruments as the Administrative Agent may request in order to permit the Administrative Agent to exercise the voting, management, administration and other consensual rights which it may be entitled to exercise pursuant to Section 5.2(b)(i) and to receive all dividends, interest, principal, distributions, cash, instruments, property and other payments and distributions which it may be entitled to receive under Section 5.2(b)(ii).

Right to Receive Distributions on Collateral; Voting. (a) So long as no Unless and until (i) an Event of Default shall have occurred and be continuing:continuing and (ii) written notice thereof shall have been given by the Collateral Agent to the relevant Loan Party (provided that if an Event of Default specified in Section 6.01(7) or Section 6.01(8) of the Indenture, or an Event of Default under any Term Loan Agreement in connection with an Insolvency Event (as such term may be defined or further described therein), shall occur, no such notice shall be required): (i) Each Credit Loan Party shall be entitled to exercise any and all voting, management, administration and other consensual rights pertaining to the Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement and the other Finance Documents; PROVIDEDprovided, HOWEVERhowever, that (A) each Credit Loan Party shall give the U.S. Collateral Agent at least five days' prior written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such rightright to the extent that the exercise of such right or the refraining from exercising such right could reasonably be expected to materially effect the position or interests of the Collateral Agent or any other Finance Party hereunder or thereunder, and (B) no Credit Loan Party shall exercise or refrain from exercising any such right if, in the U.S. Collateral Agent's judgment, if such action would violate or be inconsistent with any of the terms of this Agreement, Agreement or any other Finance Document or any Derivatives AgreementDocument, or would have the effect of impairing the position or interests of the U.S. Collateral Agent or any other Finance Party hereunder or thereunder. (ii) Each Credit Loan Party shall be entitled to receive and retain any and all dividends, interest, distributions, cash, instruments and other payments and distributions made upon or in respect of the Collateral; PROVIDEDprovided, HOWEVERhowever, that any and all: (A) dividends, interest and other payments and distributions paid or payable other than in cash in respect of, and instruments and other property other than in cash received, receivable or otherwise distributed in respect of, or in exchange for, any Collateral; (B) dividends and other payments and distributions paid or payable in cash in respect of any Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus; (C) additional stock, other securities, limited liability company membership interests, partnership interests, promissory notes or other instruments or property paid or distributed in respect of any Pledged Shares, Pledged LLC Interests or Pledged Partnership Interests by way of share-split, spin-off, split-up, reclassification, combination of shares or similar rearrangement; (D) all other or additional stock, other securities, limited liability company membership interests, partnership interests, promissory notes or other instruments or property which may be paid in respect of the Collateral by reason of any consolidation, merger, exchange of shares, conveyance of assets, liquidation or similar reorganization; and (E) cash paid, payable or otherwise distributed in respect of principal of, in redemption of, or in exchange for, any Collateral; shall shall, except for the Revolving Lender Priority Collateral, be forthwith (i) Delivered to the U.S. Collateral Agent or its nominee or custodian to hold as Collateral hereunder or (ii) in the case of any amount referred to in the proviso of this SECTION Section 5.01(a)(ii) paid or distributed in cash, forthwith deposited in a Deposit Account maintained with the U.S. Collateral Agent or with respect to which an effective Account Control Agreement as contemplated by SECTION 4.14 Section 4.13 of the U.S. Security Agreement has been delivered to the U.S. Collateral Agent and shall, if received by any Credit Loan Party, be received in trust for the benefit of the U.S. Collateral Agent and the Finance Parties, be segregated from the other property or funds of such Credit Loan Party and be forthwith Delivered, in the same form as so received, to the U.S. Collateral Agent or its nominee or custodian to hold as Collateral or deposited in a Deposit Account as contemplated by CLAUSE clause (ii) above. (iii) The U.S. Collateral Agent shall, upon receiving a written request from any Credit Loan Party accompanied by a certificate signed by an authorized officer of such Credit Loan Party stating that no Default or Event of Default has occurred and is continuing, execute and deliver (or cause to be executed and delivered) to such Credit Loan Party or as specified in such request all proxies, powers of attorney, consents, ratifications and waivers and other instruments as such Credit Loan Party may reasonably request for the purpose of enabling such Credit Loan Party to exercise the voting and other rights which it is entitled to exercise pursuant to PARAGRAPH paragraph (i) above and to receive the dividends, interest, distributions, cash, instruments or other payments or distributions which it is authorized to receive and retain pursuant to PARAGRAPH paragraph (ii) above in respect of any of the Collateral which is registered in the name of the U.S. Collateral Agent or its nominee. (b) Upon the occurrence and during the continuance of an Event of Default:Default and written notice thereof shall have been given by the Collateral Agent to the relevant Loan Party (provided that if an Event of Default specified in Section 6.01(7) or Section 6.01(8) of the Indenture, or an Event of Default under any Term Loan Agreement in connection with an Insolvency Event (as such term may be defined or further described therein), shall occur, no such notice shall be required): (i) All rights of each Credit Loan Party to receive the dividends, interest, distributions, cash, instruments and other payments and distributions which it would otherwise be authorized to receive and retain pursuant to SECTION Section 5.01(a)(ii) above shall cease, and all such rights shall thereupon become vested in the U.S. Collateral Agent, which shall thereupon have the sole right to receive and hold as Collateral such dividends, interest, distributions, cash, instruments and other payments and distributions; provided that all cash dividends and other cash distributions in respect of federal, state and/or local income taxes payable by any Loan Party or any direct or indirect equity holder of any Loan Party in respect of income and profits of any limited liability company, partnership or other entity which is not a corporation for United States federal income tax purposes shall be paid to the respective Loan Party free and clear of any Liens created hereby regardless of whether an Event of Default shall have occurred and be continuing. (ii) All dividends, interest, distributions, cash, instruments and other payments and distributions which are received by any Credit Loan Party contrary to the provisions of paragraph (i) of this SECTION Section 5.01(b) shall be received in trust for the benefit of the U.S. Collateral Agent and the Finance Parties, shall be segregated from other property or funds of such Credit Loan Party and shall be forthwith Delivered, in the same form as so received to the U.S. Collateral Agent or its nominee or custodian to hold as Collateral. (c) Upon the occurrence and during the continuance of an Event of DefaultDefault and upon notice by the Collateral Agent to a Loan Party, all rights of such Credit Loan Party to exercise the voting, management, administration and other consensual rights which it would otherwise be entitled to exercise pursuant to SECTION Section 5.01(a)(i) above shall cease, all such rights shall thereupon become vested in the U.S. Collateral Agent, who shall thereupon have the sole right to exercise such voting and other consensual rights, and such Credit Loan Party shall take all actions as may be necessary or appropriate to effect such right of the U.S. Collateral Agent.

Right to Receive Distributions on Collateral; Voting. (a) So long as no Event of Default shall have occurred and be continuing: (i) Each Credit Party shall be entitled to exercise any and all voting, management, administration and other consensual rights pertaining to the Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement and the other Finance Credit Documents; PROVIDEDprovided, HOWEVERhowever, that each Credit Party shall give the U.S. Collateral Agent at least five days' written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right, and no Credit Party shall exercise or refrain from exercising any such right if, in the U.S. Collateral Agent's ’s reasonable judgment, such action would violate or be inconsistent with any of the terms of this Agreement, any other Finance Document or any Derivatives AgreementCredit Document, or would have the effect of impairing the position or interests of the U.S. Collateral Agent or any other Finance Party hereunder or thereunder. (ii) Each Credit Party shall be entitled to receive and retain any and all dividends, interest, distributions, cash, instruments and other payments and distributions made upon or in respect of the Collateral; PROVIDEDprovided, HOWEVERhowever, that any and all: (A) dividends, interest and other payments and distributions paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Collateral; (B) dividends and other payments and distributions paid or payable in cash in respect of any Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus; (C) additional stock, other securities, limited liability company membership interests, partnership interests, promissory notes or other instruments or property paid or distributed in respect of any Pledged Shares, Pledged LLC Interests or Pledged Partnership Interests by way of share-split, spin-off, split-up, reclassification, combination of shares or similar rearrangement;; and (DC) all other or additional stock, other securities, limited liability company membership interests, partnership interests, promissory notes or other instruments or property which may be paid in respect of the Collateral by reason of any consolidation, merger, exchange of shares, conveyance of assets, liquidation or similar reorganization; and (E) cash paid, payable or otherwise distributed in respect of principal of, in redemption of, or in exchange for, any Collateral; shall forthwith be forthwith (i) Delivered to the U.S. Collateral Agent or its nominee or custodian to hold as Collateral hereunder or (ii) in the case of any amount referred to in this SECTION 5.01(a)(ii) paid or distributed in cash, forthwith deposited in a Deposit Account maintained with the U.S. Collateral Agent or with respect to which an effective Account Control Agreement as contemplated by SECTION 4.14 of the U.S. Security Agreement has been delivered to the U.S. Collateral Agent and shall, if received by any Credit Party, be received in trust for the benefit of the U.S. Collateral Agent and the Finance Parties, be segregated from the other property or funds of such Credit Party and be forthwith Delivered, in the same form as so received, to the U.S. Collateral Agent or its nominee or custodian to hold as Collateral or deposited in a Deposit Account as contemplated by CLAUSE (ii) abovehereunder. (iii) The U.S. Collateral Agent shall, upon receiving a written request from any Credit Party accompanied by a certificate signed by an authorized officer of such Credit Party stating that So long as no Default or Event of Default has occurred and is continuing, the Collateral Agent shall, upon written request from any Credit Party, execute and deliver (or cause to be executed and delivered) to such Credit Party or as specified in such request all proxies, powers of attorney, consents, ratifications and waivers and other instruments as such Credit Party may reasonably request for the purpose of enabling such Credit Party to exercise the voting and other rights which it is entitled to exercise pursuant to PARAGRAPH paragraph (i) above and to receive the dividends, interest, distributions, cash, instruments or other payments or distributions which it is authorized to receive and retain pursuant to PARAGRAPH paragraph (ii) above in respect of any of the Collateral which is registered in the name of the U.S. Collateral Agent or its nominee. (b) Upon the occurrence and during the continuance of an Event of Default: (i) All rights of each Credit Party to receive the dividends, interest, distributions, cash, instruments and other payments and distributions which it would otherwise be authorized to receive and retain pursuant to SECTION Section 5.01(a)(ii) shall cease, and all such rights shall thereupon become vested in the U.S. Collateral Agent, which shall thereupon have the sole right to receive and hold as Collateral such dividends, interest, distributions, cash, instruments and other payments and distributions.; (ii) All dividends, interest, distributions, cash, instruments and other payments and distributions which are received by any Credit Party contrary to the provisions of paragraph (i) of this SECTION Section 5.01(b) shall be received in trust for the benefit of the U.S. Collateral Agent and the Finance PartiesAgent, shall be segregated from other property or funds of such Credit Party and shall be forthwith Delivered, in the same form as so received to the U.S. Collateral Agent or its nominee or custodian to hold as Collateral. (c) Upon the occurrence and during the continuance of an Event of Default, all rights of such Credit Party to exercise the voting, management, administration and other consensual rights which it would otherwise be entitled to exercise pursuant to SECTION Section 5.01(a)(i) shall cease, all such rights shall thereupon become vested in the U.S. Collateral Agent, who shall thereupon have the sole right to exercise such voting and other consensual rights, and such Credit Party shall take all actions as may be necessary or appropriate to effect such right of the U.S. Collateral Agent.

Right to Receive Distributions on Collateral; Voting. (a) So long as no Event of Default shall have occurred and be continuing: (i) Each Credit Party shall be entitled to exercise any and all voting, management, administration and other consensual rights pertaining to the Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement and the other Finance Credit Documents; PROVIDEDprovided, HOWEVERhowever, that each Credit Party shall give the U.S. Collateral Agent at least five days' written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right, and no Credit Party shall exercise or refrain from exercising any such right if, in the U.S. Collateral Agent's ’s reasonable judgment, such action would violate or be inconsistent with any of the terms of this Agreement, any other Finance Document or any Derivatives AgreementCredit Document, or would have the effect of impairing the position or interests of the U.S. Collateral Agent or any other Finance Party hereunder or thereunder. (ii) Each Credit Party shall be entitled to receive and retain any and all dividends, interest, distributions, cash, instruments and other payments and distributions made upon or in respect of the Collateral; PROVIDEDprovided, HOWEVERhowever, that any and all: (A1) dividends, interest and other payments and distributions paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Collateral; (B) dividends and other payments and distributions paid or payable in cash in respect of any Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus; (C2) additional stock, other securities, limited liability company membership interests, partnership interests, promissory notes or other instruments or property paid or distributed in respect of any Pledged Shares, Pledged LLC Interests or Pledged Partnership Interests by way of share-split, spin-off, split-up, reclassification, combination of shares or similar rearrangement;; and (D3) all other or additional stock, other securities, limited liability company membership interests, partnership interests, promissory notes or other instruments or property which may be paid in respect of the Collateral by reason of any consolidation, merger, exchange of shares, conveyance of assets, liquidation or similar reorganization; and (E) cash paid, payable or otherwise distributed in respect of principal of, in redemption of, or in exchange for, any Collateral; shall forthwith be forthwith (i) Delivered to the U.S. Collateral Agent or its nominee or custodian to hold as Collateral hereunder or (ii) in the case of any amount referred to in this SECTION 5.01(a)(ii) paid or distributed in cash, forthwith deposited in a Deposit Account maintained with the U.S. Collateral Agent or with respect to which an effective Account Control Agreement as contemplated by SECTION 4.14 of the U.S. Security Agreement has been delivered to the U.S. Collateral Agent and shall, if received by any Credit Party, be received in trust for the benefit of the U.S. Collateral Agent and the Finance Parties, be segregated from the other property or funds of such Credit Party and be forthwith Delivered, in the same form as so received, to the U.S. Collateral Agent or its nominee or custodian to hold as Collateral or deposited in a Deposit Account as contemplated by CLAUSE (ii) abovehereunder. (iii) The U.S. Collateral Agent shall, upon receiving a written request from any Credit Party accompanied by a certificate signed by an authorized officer of such Credit Party stating that So long as no Default or Event of Default has occurred and is continuing, the Collateral Agent shall, upon written request from any Credit Party, execute and deliver (or cause to be executed and delivered) to such Credit Party or as specified in such request all proxies, powers of attorney, consents, ratifications and waivers and other instruments as such Credit Party may reasonably request for the purpose of enabling such Credit Party to exercise the voting and other rights which it is entitled to exercise pursuant to PARAGRAPH paragraph (i) above and to receive the dividends, interest, distributions, cash, instruments or other payments or distributions which it is authorized to receive and retain pursuant to PARAGRAPH paragraph (ii) above in respect of any of the Collateral which is registered in the name of the U.S. Collateral Agent or its nominee. (b) Upon the occurrence and during the continuance of an Event of Default: (i) All rights of each Credit Party to receive the dividends, interest, distributions, cash, instruments and other payments and distributions which it would otherwise be authorized to receive and retain pursuant to SECTION Section 5.01(a)(ii) shall cease, and all such rights shall thereupon become vested in the U.S. Collateral Agent, which shall thereupon have the sole right to receive and hold as Collateral such dividends, interest, distributions, cash, instruments and other payments and distributions.; (ii) All dividends, interest, distributions, cash, instruments and other payments and distributions which are received by any Credit Party contrary to the provisions of paragraph (i) of this SECTION Section 5.01(b) shall be received in trust for the benefit of the U.S. Collateral Agent and the Finance PartiesAgent, shall be segregated from other property or funds of such Credit Party and shall be forthwith Delivered, in the same form as so received to the U.S. Collateral Agent or its nominee or custodian to hold as Collateral. (c) Upon the occurrence and during the continuance of an Event of Default, all rights of such Credit Party to exercise the voting, management, administration and other consensual rights which it would otherwise be entitled to exercise pursuant to SECTION Section 5.01(a)(i) shall cease, all such rights shall thereupon become vested in the U.S. Collateral Agent, who shall thereupon have the sole right to exercise such voting and other consensual rights, and such Credit Party shall take all actions as may be necessary or appropriate to effect such right of the U.S. Collateral Agent.

Right to Receive Distributions on Collateral; Voting. (a) So long as no Unless and until an Event of Default shall have occurred and be continuingcontinuing and the Collateral Agent has delivered a written notice to InSight stating its intent to exercise remedies under clauses (b) and (c) of this Section 5.1: (i) Each Credit Loan Party shall be entitled to exercise any and all voting, management, administration and other consensual rights pertaining to the Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement and the other Finance Note Documents; PROVIDEDprovided, HOWEVERhowever, that each Credit Party shall give the U.S. Collateral Agent at least five days' written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right, and no Credit Loan Party shall exercise or refrain from exercising any such right if, in the U.S. Collateral Agent's judgment, if such action would violate or be inconsistent with any of the terms of this Agreement, Agreement or any other Finance Document or any Derivatives AgreementNote Document, or would have the effect of impairing the position or interests of the U.S. Collateral Agent or any other Finance Party hereunder or thereunder. (ii) Each Credit Loan Party shall be entitled to receive and retain any and all dividends, interest, distributions, cash, instruments and other payments and distributions made upon or in respect of the Collateral; PROVIDEDprovided, HOWEVERhowever, that (other than, for the avoidance of doubt, any dividends, interest, distributions, cash, instruments and other payments and distributions made upon, consisting of or in respect of Receivables or Related Assets) any and all: (A) dividends, interest and other payments and distributions paid or payable other than in cash in respect of, and instruments and other property other than in cash received, receivable or otherwise distributed in respect of, or in exchange for, any Collateral; (B) dividends and other payments and distributions paid or payable in cash in respect of any Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus; (C) additional stock, other securities, limited liability company membership interests, partnership interests, promissory notes or other instruments or property paid or distributed in respect of any Pledged Shares, Pledged LLC Interests or Pledged Partnership Interests by way of share-split, spin-off, split-up, reclassification, combination of shares or similar rearrangement; (D) all other or additional stock, other securities, limited liability company membership interests, partnership interests, promissory notes or other instruments or property which may be paid in respect of the Collateral by reason of any consolidation, merger, exchange of shares, conveyance of assets, liquidation or similar reorganization; and (E) cash paid, payable or otherwise distributed in respect of principal of, in redemption of, or in exchange for, any Collateral; shall be forthwith (i) Delivered to the U.S. Collateral Agent or its nominee or custodian to hold as Collateral hereunder or (ii) in the case of any amount referred to in the proviso of this SECTION Section 5.01(a)(ii) paid or distributed in cash, forthwith deposited in a Deposit Account maintained with the U.S. Collateral Agent or with respect to which an effective Account Control Agreement as contemplated by SECTION 4.14 Section 4.13 of the U.S. Security Agreement has been delivered to the U.S. Collateral Agent and shall, if received by any Credit Loan Party, be received in trust for the benefit of the U.S. Collateral Agent and the Finance Parties, be segregated from the other property or funds of such Credit Loan Party and be forthwith Delivered, in the same form as so received, to the U.S. Collateral Agent or its nominee or custodian to hold as Collateral or deposited in a Deposit Account as contemplated by CLAUSE clause (ii) above. (iii) The U.S. Collateral Agent shall, upon receiving a written request from any Credit Loan Party accompanied by a certificate signed by an authorized officer of such Credit Loan Party stating that no Default or Event of Default has occurred and is continuing, execute and deliver (or cause to be executed and delivered) to such Credit Loan Party or as specified in such request all proxies, powers of attorney, consents, ratifications and waivers and other instruments as such Credit Loan Party may reasonably request for the purpose of enabling such Credit Loan Party to exercise the voting and other rights which it is entitled to exercise pursuant to PARAGRAPH paragraph (i) above and to receive the dividends, interest, distributions, cash, instruments or other payments or distributions which it is authorized to receive and retain pursuant to PARAGRAPH paragraph (ii) above in respect of any of the Collateral which is registered in the name of the U.S. Collateral Agent or its nominee. (b) Upon the occurrence and during the continuance of an Event of DefaultDefault and following written notice from the Collateral Agent to InSight stating its intent to exercise remedies under clauses (b) and (c) of this Section 5.01: (i) All rights of each Credit Loan Party to receive the dividends, interest, distributions, cash, instruments and other payments and distributions which it would otherwise be authorized to receive and retain pursuant to SECTION Section 5.01(a)(ii) above shall ceasecease (other than, for the avoidance of doubt, the rights of each Loan Party to receive any dividends, interest, distributions, cash, instruments and other payments and distributions made upon, consisting of or relating to Receivables or Related Assets), and all such rights shall thereupon become vested in the U.S. Collateral Agent, which shall thereupon have the sole right to receive and hold as Collateral such dividends, interest, distributions, cash, instruments and other payments and distributions; provided that all cash dividends and other cash distributions in respect of federal, state and/or local income taxes payable by any Loan Party or any direct or indirect equity holder of any Loan Party in respect of income and profits of any limited liability company, partnership or other entity which is not a corporation for United States federal income tax purposes shall be paid to the respective Loan Party free and clear of any Liens created hereby regardless of whether an Event of Default shall have occurred and be continuing. (ii) All dividends, interest, distributions, cash, instruments and other payments and distributions which are received by any Credit Loan Party contrary to the provisions of paragraph (i) of this SECTION Section 5.01(b) shall be received in trust for the benefit of the U.S. Collateral Agent and the Finance Parties, shall be segregated from other property or funds of such Credit Loan Party and shall be forthwith Delivered, in the same form as so received to the U.S. Collateral Agent or its nominee or custodian to hold as Collateral. (c) Upon the occurrence and during the continuance of an Event of DefaultDefault and following written notice from the Collateral Agent to InSight stating its intent to exercise remedies under clauses (b) and (c) of this Section 5.01, all rights of such Credit Loan Party to exercise the voting, management, administration and other consensual rights which it would otherwise be entitled to exercise pursuant to SECTION Section 5.01(a)(i) above shall cease, all such rights shall thereupon become vested in the U.S. Collateral Agent, who shall thereupon have the sole right to exercise such voting and other consensual rights, and such Credit Loan Party shall take all actions as may be necessary or appropriate to effect such right of the U.S. Collateral Agent.

Right to Receive Distributions on Collateral; Voting. (a) So long as no Unless and until (i) an Event of Default shall have occurred and be continuing:continuing and (ii) written notice thereof shall have been given by the Senior Collateral Agent to the relevant Loan Party (provided that if an Event of Default specified in Section 8.01(f) of the Credit Agreement shall occur, no such notice shall be required): (i) Each Credit Loan Party shall be entitled to exercise any and all voting, management, administration and other consensual rights pertaining to the Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement and the other Finance Loan Documents; PROVIDEDprovided, HOWEVERhowever, that each Credit Loan Party shall give the U.S. Senior Collateral Agent at least five three days' ’ written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right, and no Credit Loan Party shall exercise or refrain from exercising any such right if, in the U.S. Senior Collateral Agent's ’s judgment, such action would violate or be inconsistent with any of the terms of this Agreement, any other Finance Document or any Derivatives AgreementLoan Document, or would have the effect of impairing the position or interests interest of the U.S. Senior Collateral Agent or any other Finance Party hereunder or thereunder. (ii) Each Credit Loan Party shall be entitled to receive and retain any and all dividends, interest, distributions, cash, instruments and other payments and distributions made upon or in respect of the Collateral; PROVIDEDprovided, HOWEVERhowever, that any and all: (A) dividends, interest and other payments and distributions paid or payable other than in cash or Cash Equivalents in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Collateral, except as expressly permitted by Section 7.07 of the Credit Agreement; (B) dividends and other payments and distributions paid or payable in cash or Cash Equivalents in respect of any Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplussurplus (it being understood that the Equity Distribution shall not constitute a dividend, payment or distribution under this clause (B)); (C) additional stock, other securities, limited liability company membership interests, partnership interests, promissory notes or other instruments or property paid or distributed in respect of any Pledged Shares, Pledged LLC Interests or Pledged Partnership Interests by way of share-split, spin-off, split-up, reclassification, combination of shares or similar rearrangementrearrangement (it being understood that common stock of Parent Holdings or Holdings issued in a Qualifying IPO shall not be subject to this clause (C)); (D) all other or additional stock, other securities, limited liability company membership interests, partnership interests, promissory notes or other instruments or property which may be paid in respect of the Collateral by reason of any consolidation, merger, exchange of shares, conveyance of assets, liquidation or similar reorganization; and (E) cash paid, payable or otherwise distributed in respect of principal of, in redemption of, or in exchange for, any Collateral; shall be forthwith (i) Delivered to the U.S. Senior Collateral Agent or its nominee or custodian to hold as Collateral hereunder or (ii) in the case of any amount referred to in this SECTION Section 5.01(a)(ii) paid or distributed in cash, forthwith deposited in a Deposit Account maintained with the U.S. Senior Collateral Agent or with respect to which an effective Account Control Agreement as contemplated by SECTION 4.14 Section 4.12 of the U.S. Senior Security Agreement has been delivered to the U.S. Senior Collateral Agent and shall, if received by any Credit Loan Party, be received in trust for the benefit of the U.S. Senior Collateral Agent and the Finance PartiesAgent, be segregated from the other property or funds of such Credit Loan Party and be forthwith Delivered, in the same form as so received, to the U.S. Senior Collateral Agent or its nominee or custodian to hold as Collateral or deposited in a Deposit Account as contemplated by CLAUSE clause (ii) above. (iii) The U.S. Senior Collateral Agent shall, upon receiving a written request from any Credit Loan Party accompanied by a certificate signed by an authorized officer of such Credit Loan Party stating that no Default or Event of Default has occurred and is continuing, execute and deliver (or cause to be executed and delivered) to such Credit Loan Party or as specified in such request all proxies, powers of attorney, consents, ratifications and waivers and other instruments as such Credit Loan Party may reasonably request for the purpose of enabling such Credit Loan Party to exercise the voting and other rights which it is entitled to exercise pursuant to PARAGRAPH paragraph (i) above and to receive the dividends, interest, distributions, cash, instruments or other payments or distributions which it is authorized to receive and retain pursuant to PARAGRAPH paragraph (ii) above in respect of any of the Collateral which is registered in the name of the U.S. Senior Collateral Agent or its nominee. (b) Upon the occurrence and during the continuance of an Event of DefaultDefault under Section 8.01(f) of the Credit Agreement or any other Event of Default in respect of which the Senior Collateral Agent has given the Loan Parties notice as required by Section 5.01(a) and notice to such Loan Party hereof: (i) All rights of each Credit Loan Party to receive the dividends, interest, distributions, cash, instruments and other payments and distributions which it would otherwise be authorized to receive and retain pursuant to SECTION Section 5.01(a)(ii) shall cease, and all such rights shall thereupon become vested in the U.S. Senior Collateral Agent, which shall thereupon have the sole right to receive and hold as Collateral such dividends, interest, distributions, cash, instruments and other payments and distributions; provided that all cash dividends and other cash distributions in respect of federal, state and/or local income taxes payable by any Loan Party or any direct or indirect equity holder of any Loan Party in respect of income and profits of any limited liability company, partnership or other entity which is not a corporation for United States federal income tax purposes shall be paid to the respective Loan Party free and clear of any Liens created hereby regardless of whether an Event of Default shall have occurred and be continuing. (ii) All dividends, interest, distributions, cash, instruments and other payments and distributions which are received by any Credit Loan Party contrary to the provisions of paragraph (i) of this SECTION Section 5.01(b) shall be received in trust for the benefit of the U.S. Senior Collateral Agent and the Finance PartiesAgent, shall be segregated from other property or funds of such Credit Loan Party and shall be forthwith Delivered, in the same form as so received to the U.S. Senior Collateral Agent or its nominee or custodian to hold as Collateral. (c) Upon the occurrence and during the continuance of an Event of DefaultDefault and upon reasonable notice by the Senior Collateral Agent to a Loan Party, all rights of such Credit Loan Party to exercise the voting, management, administration and other consensual rights which it would otherwise be entitled to exercise pursuant to SECTION Section 5.01(a)(i) shall cease, all such rights shall thereupon become vested in the U.S. Senior Collateral Agent, who shall thereupon have the sole right to exercise such voting and other consensual rights, and such Credit Loan Party shall take all actions as may be necessary or appropriate to effect such right of the U.S. Senior Collateral Agent.

Right to Receive Distributions on Collateral; Voting. (a) So long as no Unless and until (i) an Event of Default shall have occurred and be continuing:continuing and (ii) written notice thereof shall have been given by the Collateral Agent to the relevant Loan Party (provided that if an Event of Default specified in Section 8.01(f) of the Credit Agreement shall occur, no such notice shall be required): (i) Each Credit Loan Party shall be entitled to exercise any and all voting, management, administration and other consensual rights pertaining to the Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement and the other Finance Loan Documents; PROVIDEDprovided, HOWEVERhowever, that each Credit Loan Party shall give the U.S. Collateral Agent at least five three days' ’ written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right, and no Credit Loan Party shall exercise or refrain from exercising any such right if, in the U.S. Collateral Agent's ’s judgment, such action would violate or be inconsistent with any of the terms of this Agreement, any other Finance Document or any Derivatives AgreementLoan Document, or would have the effect of impairing the position or interests of the U.S. Collateral Agent or any other Finance Party hereunder or thereunder. (ii) Each Credit Loan Party shall be entitled to receive and retain any and all dividends, interest, distributions, cash, instruments and other payments and distributions made upon or in respect of the Collateral; PROVIDEDprovided, HOWEVERhowever, that any and all: (A) dividends, interest and other payments and distributions paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Collateral; (B) dividends and other payments and distributions paid or payable in cash in respect of any Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus; (C) additional stock, other securities, limited liability company membership interests, partnership interests, promissory notes or other instruments or property paid or distributed in respect of any Pledged Shares, Pledged LLC Interests or Pledged Partnership Interests by way of share-split, spin-off, split-up, reclassification, combination of shares or similar rearrangement; (D) all other or additional stock, other securities, limited liability company membership interests, partnership interests, promissory notes or other instruments or property which may be paid in respect of the Collateral by reason of any consolidation, merger, exchange of shares, conveyance of assets, liquidation or similar reorganization; and (E) cash paid, payable or otherwise distributed in respect of principal of, in redemption of, or in exchange for, any Collateral; shall be forthwith (i) Delivered to the U.S. Collateral Agent or its nominee or custodian to hold as Collateral hereunder or (ii) in the case of any amount referred to in this SECTION Section 5.01(a)(ii) paid or distributed in cash, forthwith deposited in a Deposit Account maintained with the U.S. Collateral Agent or with respect to which an effective Account Control Agreement as contemplated by SECTION Section 4.14 of the U.S. Security Agreement has been delivered to the U.S. Collateral Agent and shall, if received by any Credit Loan Party, be received in trust for the benefit of the U.S. Collateral Agent and the Finance PartiesAgent, be segregated from the other property or funds of such Credit Loan Party and be forthwith Delivered, in the same form as so received, to the U.S. Collateral Agent or its nominee or custodian to hold as Collateral or deposited in a Deposit Account as contemplated by CLAUSE clause (ii) above. (iii) The U.S. Collateral Agent shall, upon receiving a written request from any Credit Loan Party accompanied by a certificate signed by an authorized officer of such Credit Loan Party stating that no Default or Event of Default has occurred and is continuing, execute and deliver (or cause to be executed and delivered) to such Credit Loan Party or as specified in such request all proxies, powers of attorney, consents, ratifications and waivers and other instruments as such Credit Loan Party may reasonably request for the purpose of enabling such Credit Loan Party to exercise the voting and other rights which it is entitled to exercise pursuant to PARAGRAPH paragraph (i) above and to receive the dividends, interest, distributions, cash, instruments or other payments or distributions which it is authorized to receive and retain pursuant to PARAGRAPH paragraph (ii) above in respect of any of the Collateral which is registered in the name of the U.S. Collateral Agent or its nominee. (b) Upon the occurrence and during the continuance of an Event of Default: (i) All rights of each Credit Loan Party to receive the dividends, interest, distributions, cash, instruments and other payments and distributions which it would otherwise be authorized to receive and retain pursuant to SECTION Section 5.01(a)(ii) hereof shall cease, and all such rights shall thereupon become vested in the U.S. Collateral Agent, which shall thereupon have the sole right to receive and hold as Collateral such dividends, interest, distributions, cash, instruments and other payments and distributions. (ii) All dividends, interest, distributions, cash, instruments and other payments and distributions which are received by any Credit Loan Party contrary to the provisions of paragraph (i) of this SECTION Section 5.01(b) shall be received in trust for the benefit of the U.S. Collateral Agent and the Finance PartiesAgent, shall be segregated from other property or funds of such Credit Loan Party and shall be forthwith Delivered, in the same form as so received to the U.S. Collateral Agent or its nominee or custodian to hold as Collateral. (c) Upon the occurrence and during the continuance of an Event of Default, all rights of such Credit Loan Party to exercise the voting, management, administration and other consensual rights which it would otherwise be entitled to exercise pursuant to SECTION Section 5.01(a)(i) hereof shall cease, all such rights shall thereupon become vested in the U.S. Collateral Agent, who shall thereupon have the sole right to exercise such voting and other consensual rights, and such Credit Loan Party shall take all actions as may be necessary or appropriate to effect such right of the U.S. Collateral Agent.

Right to Receive Distributions on Collateral; Voting. (a) So long as no Unless and until a Remedies Event of Default shall have occurred and be is continuing: (i) Each Credit Party The Pledgor shall be entitled to exercise any and all voting, management, administration and other consensual rights pertaining to the Collateral pledged by it pursuant to this Agreement or any part thereof for any purpose not inconsistent with the terms of this Agreement and the other Finance Documents; PROVIDED, HOWEVER, that each Credit Party shall give the U.S. Collateral Agent at least five days' written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right, and no Credit Party shall exercise or refrain from exercising any such right if, in the U.S. Collateral Agent's judgment, such action would violate or be inconsistent with any of the terms of this Agreement, any other Finance Document or any Derivatives Agreement, or would have the effect of impairing the position or interests of the U.S. Collateral Agent or any other Finance Party hereunder or thereunderpurpose. (ii) Each Credit Party The Pledgor shall be entitled to receive and retain any and all dividends, interest, distributions, cash, property, instruments and other payments and distributions made upon or in respect of the Collateral; PROVIDEDCollateral otherwise permitted to be distributed pursuant to the terms of the LLC Agreement or the operating agreements of AMH or the AOG Principal Entities (including, HOWEVER, that any and all: (A) dividends, interest and other payments and distributions paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange forfor the avoidance of doubt, any Collateral; (B) dividends and other payments and distributions paid or payable in cash in respect of any Collateral in connection with a partial or total liquidation or dissolution or such distribution in connection with a reduction of capital, capital surplus or paid-in-surplus;); provided, however, that any and all: (CA) additional stock, other securities, limited liability company membership interests, partnership interests, promissory notes or other instruments or property paid or distributed in respect of any Pledged Shares, Pledged LLC Interests or Pledged Partnership Equity Interests by way of share-split, spin-off, split-up, reclassification, combination of shares or similar rearrangement;rearrangement of the relevant Issuer; and (DB) all other or additional stock, other securities, limited liability company membership interests, partnership interests, promissory notes or other instruments or property which may be paid in respect of the Collateral by reason of any consolidation, merger, exchange of shares, conveyance of assets, liquidation or similar reorganization; and (E) cash paid, payable or otherwise distributed in respect reorganization of principal of, in redemption of, or in exchange for, any Collateralthe relevant Issuer; shall be forthwith (i) Delivered to the U.S. Collateral Agent or its nominee or custodian to hold as Collateral hereunder or (ii) in the case of any amount referred to in this SECTION 5.01(a)(ii) paid or distributed in cash, forthwith deposited in a Deposit Account maintained with the U.S. Collateral Agent or with respect to which an effective Account Control Agreement as contemplated by SECTION 4.14 of the U.S. Security Agreement has been delivered to the U.S. Collateral Agent and shall, if received by any Credit Party, be received in trust for the benefit of the U.S. Collateral Agent and the Finance Parties, be segregated from the other property or funds of such Credit Party and be forthwith Delivered, in the same form as so received, to the U.S. Collateral Agent or its nominee or custodian to hold as Collateral or deposited in a Deposit Account as contemplated by CLAUSE (ii) above. (iii) The U.S. Collateral Agent shall, upon receiving a written request from any Credit Party accompanied by a certificate signed by an authorized officer of such Credit Party stating that no Default or Event of Default has occurred and is continuing, execute and deliver (or cause to be executed and delivered) to such Credit Party or as specified in such request all proxies, powers of attorney, consents, ratifications and waivers and other instruments as such Credit Party may reasonably request for the purpose of enabling such Credit Party to exercise the voting and other rights which it is entitled to exercise pursuant to PARAGRAPH (i) above and to receive the dividends, interest, distributions, cash, instruments or other payments or distributions which it is authorized to receive and retain pursuant to PARAGRAPH (ii) above in respect of any of the Collateral which is registered in the name of the U.S. Collateral Agent or its nomineehereunder. (b) Upon the occurrence and during the continuance of an Event of Defaulta Remedies Event: (i) All rights of each Credit Party the Pledgor to receive the dividends, interest, distributions, cash, instruments and other payments and distributions which it would otherwise be authorized to receive and retain pursuant to SECTION 5.01(a)(iiSection 5.1(a) shall cease, and all such rights shall thereupon become vested in the U.S. Collateral Agent, which shall thereupon have the sole right to receive and hold as Collateral such dividends, interest, distributions, cash, instruments and other payments and distributions. (ii) All dividends, interest, distributions, cash, instruments and other payments and distributions which are received by any Credit Party the Pledgor contrary to the provisions of paragraph clause (i) of this SECTION 5.01(bSection 5.1(b) shall be received in trust for the benefit of the U.S. Collateral Agent and the Finance PartiesAgent, shall be segregated from other property or funds of such Credit Party the Pledgor and shall be forthwith Delivered, in the same form as so received to the U.S. Collateral Agent or its nominee or custodian to hold as Collateral. (c) Upon the occurrence and during the continuance of an Event of Defaulta Remedies Event, all rights of such Credit Party the Pledgor to exercise the voting, management, administration and other consensual rights which it would otherwise be entitled to exercise pursuant to SECTION 5.01(a)(iSection 5.1(a)(i) shall cease, all such rights shall thereupon become vested in the U.S. Collateral Agent, who shall thereupon have the sole right to exercise such voting and other consensual rights, and such Credit Party the Pledgor shall take all actions as may be necessary or appropriate to effect such right of the U.S. Collateral Agent.

Right to Receive Distributions on Collateral; Voting. (a) So long as no Unless and until (x) an Event of Default shall have occurred and be continuing:continuing and (y) written notice thereof shall have been given by the Collateral Agent to the relevant Loan Party (provided, that if an Event of Default specified in Section 8.01(f) of the Credit Agreement shall occur, no such notice shall be required): (i) Each Credit Loan Party shall be entitled to exercise any and all voting, management, administration and other consensual rights pertaining to the Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement and the other Finance DocumentsLoan Documents in accordance with the exercise of its business discretion; PROVIDED, HOWEVER, that each Credit Party shall give the U.S. Collateral Agent at least five days' written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right, and no Credit Party shall exercise or refrain from exercising any such right if, in the U.S. Collateral Agent's judgment, such action would violate or be inconsistent with any of the terms of this Agreement, any other Finance Document or any Derivatives Agreement, or would have the effect of impairing the position or interests of the U.S. Collateral Agent or any other Finance Party hereunder or thereunder.and (ii) Each Credit Loan Party shall be entitled to receive and retain any and all dividends, interest, distributions, cash, instruments and other payments and distributions made upon or in respect of the Collateral; PROVIDED, HOWEVER, that any and all: (A) dividends, interest and other payments and distributions paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Collateral; (B) dividends and other payments and distributions paid or payable in cash in respect of any Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus; (C) additional stock, other securities, limited liability company membership interests, partnership interests, promissory notes or other instruments or property paid or distributed in respect of any Pledged Shares, Pledged LLC Interests or Pledged Partnership Interests by way of share-split, spin-off, split-up, reclassification, combination of shares or similar rearrangement; (D) all other or additional stock, other securities, limited liability company membership interests, partnership interests, promissory notes or other instruments or property which may be paid in respect of the Collateral by reason of any consolidation, merger, exchange of shares, conveyance of assets, liquidation or similar reorganization; and (E) cash paid, payable or otherwise distributed in respect of principal of, in redemption of, or in exchange for, any Collateral; shall be forthwith (i) Delivered to the U.S. Collateral Agent or its nominee or custodian to hold as Collateral hereunder or (ii) in the case of any amount referred to in this SECTION 5.01(a)(ii) paid or distributed in cash, forthwith deposited in a Deposit Account maintained with the U.S. Collateral Agent or with respect to which an effective Account Control Agreement as contemplated by SECTION 4.14 of the U.S. Security Agreement has been delivered to the U.S. Collateral Agent and shall, if received by any Credit Party, be received in trust for the benefit of the U.S. Collateral Agent and the Finance Parties, be segregated from the other property or funds of such Credit Party and be forthwith Delivered, in the same form as so received, to the U.S. Collateral Agent or its nominee or custodian to hold as Collateral or deposited in a Deposit Account as contemplated by CLAUSE (ii) above. (iii) The U.S. Collateral Agent shall, upon receiving a written request from any Credit Party accompanied by a certificate signed by an authorized officer of such Credit Party stating that no Default or Event of Default has occurred and is continuing, execute and deliver (or cause to be executed and delivered) to such Credit Party or as specified in such request all proxies, powers of attorney, consents, ratifications and waivers and other instruments as such Credit Party may reasonably request for the purpose of enabling such Credit Party to exercise the voting and other rights which it is entitled to exercise pursuant to PARAGRAPH (i) above and to receive the dividends, interest, distributions, cash, instruments or other payments or distributions which it is authorized to receive and retain pursuant to PARAGRAPH (ii) above in respect of any of the Collateral which is registered in the name of the U.S. Collateral Agent or its nominee. (b) Upon the occurrence and during the continuance of an Event of DefaultDefault under Section 8.01(f) of the Credit Agreement or any other Event of Default in respect of which the Collateral Agent has given the Loan Parties notice as required by Section 5.01(a) and notice to such Loan Party hereof: (i) All rights of each Credit Loan Party to receive the dividends, interest, distributions, cash, instruments and other payments and distributions which it would otherwise be authorized to receive and retain pursuant to SECTION Section 5.01(a)(ii) shall cease, and all such rights shall thereupon become vested in the U.S. Collateral Agent, which shall thereupon have the sole right to receive and hold as Collateral such dividends, interest, distributions, cash, instruments and other payments and distributions; provided that all cash dividends and other cash distributions in respect of federal, state and/or local income taxes payable by any Loan Party or any direct or indirect equity holder of any Loan Party in respect of income and profits of any limited liability company, partnership or other entity which is not a corporation for United States federal income tax purposes shall be paid to the respective Loan Party free and clear of any Liens created hereby regardless of whether an Event of Default shall have occurred and be continuing. (ii) All dividends, interest, distributions, cash, instruments and other payments and distributions which are received by any Credit Loan Party contrary to the provisions of paragraph (i) of this SECTION Section 5.01(b) shall be received in trust for the benefit of the U.S. Collateral Agent and the Finance PartiesAgent, shall be segregated from other property or funds of such Credit Loan Party and shall be forthwith Delivered, in the same form as so received to the U.S. Collateral Agent or its nominee or custodian to hold as Collateral. (ciii) Upon the occurrence and during the continuance of an Event of Default, all All rights of such Credit Loan Party to exercise the voting, management, administration and other consensual rights which it would otherwise be entitled to exercise pursuant to SECTION Section 5.01(a)(i) shall cease, all such rights shall thereupon become vested in the U.S. Collateral Agent, who shall thereupon have the sole right to exercise such voting and other consensual rights, and such Credit Loan Party shall take all actions as may be reasonably necessary or appropriate to effect such right of the U.S. Collateral Agent. (iv) The Collateral Agent shall, upon receiving a written request from any Loan Party accompanied by a certificate signed by an authorized officer of such Loan Party stating that no Event of Default has occurred and is continuing, execute and deliver (or cause to be executed and delivered) to such Loan Party or as specified in such request all proxies, powers of attorney, consents, ratifications and waivers and other instruments as such Loan Party may reasonably request for the purpose of enabling such Loan Party to exercise the voting and other rights which it is entitled to exercise pursuant to paragraph (a)(i) above and to receive the dividends, interest, distributions, cash, instruments or other payments or distributions which it is authorized to receive and retain pursuant to paragraph (a)(ii) above in respect of any of the Collateral, if any, which is registered in the name of the Collateral Agent or its nominee.

Right to Receive Distributions on Collateral; Voting. (a) So long as no Unless and until (i) an Event of Default shall have occurred and be continuing:continuing and (ii) written notice thereof shall have been given by the Collateral Agent to the relevant Loan Party (provided that if an Event of Default specified in Section 6.01(7) or Section 6.01(8) of the Indenture, or an Event of Default under any Term Credit Agreement in connection with an Insolvency Event (as such term may be defined or further described therein), shall occur, no such notice shall be required): (i) Each Credit Loan Party shall be entitled to exercise any and all voting, management, administration and other consensual rights pertaining to the Collateral or any part thereof for any purpose not inconsistent with the terms of this Amended Agreement and the other Finance Documents; PROVIDEDprovided, HOWEVERhowever, that (A) each Credit Loan Party shall give the U.S. Collateral Agent at least five days' prior written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such rightright to the extent that the exercise of such right or the refraining from exercising such right could reasonably be expected to materially effect the position or interests of the Collateral Agent or any other Finance Party hereunder or thereunder, and (B) no Credit Loan Party shall exercise or refrain from exercising any such right if, in the U.S. Collateral Agent's judgment, if such action would violate or be inconsistent with any of the terms of this Agreement, Amended Agreement or any other Finance Document or any Derivatives AgreementDocument, or would have the effect of impairing the position or interests of the U.S. Collateral Agent or any other Finance Party hereunder or thereunder. (ii) Each Credit Loan Party shall be entitled to receive and retain any and all dividends, interest, distributions, cash, instruments and other payments and distributions made upon or in respect of the Collateral; PROVIDEDprovided, HOWEVERhowever, that any and all: (A) dividends, interest and other payments and distributions paid or payable other than in cash in respect of, and instruments and other property other than in cash received, receivable or otherwise distributed in respect of, or in exchange for, any Collateral; (B) dividends and other payments and distributions paid or payable in cash in respect of any Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus; (C) additional stock, other securities, limited liability company membership interests, partnership interests, promissory notes or other instruments or property paid or distributed in respect of any Pledged Shares, Pledged LLC Interests or Pledged Partnership Interests by way of share-split, spin-off, split-up, reclassification, combination of shares or similar rearrangement; (D) all other or additional stock, other securities, limited liability company membership interests, partnership interests, promissory notes or other instruments or property which may be paid in respect of the Collateral by reason of any consolidation, merger, exchange of shares, conveyance of assets, liquidation or similar reorganization; and (E) cash paid, payable or otherwise distributed in respect of principal of, in redemption of, or in exchange for, any Collateral; shall shall, except for the Revolving Lender Priority Collateral, be forthwith (i) Delivered to the U.S. Collateral Agent or its nominee or custodian to hold as Collateral hereunder or (ii) in the case of any amount referred to in the proviso of this SECTION Section 5.01(a)(ii) paid or distributed in cash, forthwith deposited in a Deposit Account maintained with the U.S. Collateral Agent or with respect to which an effective Account Control Agreement as contemplated by SECTION 4.14 Section 4.13 of the U.S. Security Agreement has been delivered to the U.S. Collateral Agent and shall, if received by any Credit Loan Party, be received in trust for the benefit of the U.S. Collateral Agent and the Finance Parties, be segregated from the other property or funds of such Credit Loan Party and be forthwith Delivered, in the same form as so received, to the U.S. Collateral Agent or its nominee or custodian to hold as Collateral or deposited in a Deposit Account as contemplated by CLAUSE clause (ii) above. (iii) The U.S. Collateral Agent shall, upon receiving a written request from any Credit Loan Party accompanied by a certificate signed by an authorized officer of such Credit Loan Party stating that no Default or Event of Default has occurred and is continuing, execute and deliver (or cause to be executed and delivered) to such Credit Loan Party or as specified in such request all proxies, powers of attorney, consents, ratifications and waivers and other instruments as such Credit Loan Party may reasonably request for the purpose of enabling such Credit Loan Party to exercise the voting and other rights which it is entitled to exercise pursuant to PARAGRAPH paragraph (i) above and to receive the dividends, interest, distributions, cash, instruments or other payments or distributions which it is authorized to receive and retain pursuant to PARAGRAPH paragraph (ii) above in respect of any of the Collateral which is registered in the name of the U.S. Collateral Agent or its nominee. (b) Upon the occurrence and during the continuance of an Event of Default:Default and written notice thereof shall have been given by the Collateral Agent to the relevant Loan Party (provided that if an Event of Default specified in Section 6.01(7) or Section 6.01(8) of the Indenture, or an Event of Default under any Term Credit Agreement in connection with an Insolvency Event (as such term may be defined or further described therein), shall occur, no such notice shall be required): (i) All rights of each Credit Loan Party to receive the dividends, interest, distributions, cash, instruments and other payments and distributions which it would otherwise be authorized to receive and retain pursuant to SECTION Section 5.01(a)(ii) above shall cease, and all such rights shall thereupon become vested in the U.S. Collateral Agent, which shall thereupon have the sole right to receive and hold as Collateral such dividends, interest, distributions, cash, instruments and other payments and distributions; provided that all cash dividends and other cash distributions in respect of federal, state and/or local income taxes payable by any Loan Party or any direct or indirect equity holder of any Loan Party in respect of income and profits of any limited liability company, partnership or other entity which is not a corporation for United States federal income tax purposes shall be paid to the respective Loan Party free and clear of any Liens created hereby regardless of whether an Event of Default shall have occurred and be continuing. (ii) All dividends, interest, distributions, cash, instruments and other payments and distributions which are received by any Credit Loan Party contrary to the provisions of paragraph (i) of this SECTION Section 5.01(b) shall be received in trust for the benefit of the U.S. Collateral Agent and the Finance Parties, shall be segregated from other property or funds of such Credit Loan Party and shall be forthwith Delivered, in the same form as so received to the U.S. Collateral Agent or its nominee or custodian to hold as Collateral. (c) Upon the occurrence and during the continuance of an Event of DefaultDefault and upon notice by the Collateral Agent to a Loan Party, all rights of such Credit Loan Party to exercise the voting, management, administration and other consensual rights which it would otherwise be entitled to exercise pursuant to SECTION Section 5.01(a)(i) above shall cease, all such rights shall thereupon become vested in the U.S. Collateral Agent, who shall thereupon have the sole right to exercise such voting and other consensual rights, and such Credit Loan Party shall take all actions as may be necessary or appropriate to effect such right of the U.S. Collateral Agent.

Right to Receive Distributions on Collateral; Voting. (a) So long as no Default or Event of Default shall have occurred and be continuing: (i) Each Credit Loan Party shall be entitled to exercise any and all voting, management, administration and other consensual rights pertaining to the Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement and the other Finance Documents; PROVIDEDprovided, HOWEVERhowever, that each Credit Loan Party shall give the U.S. Collateral Agent at least five days' ’ written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right, and no Credit Loan Party shall exercise or refrain from exercising any such right if, in the U.S. Collateral Agent's ’s judgment, such action would violate or be inconsistent with any of the terms of this Agreement, any other Finance Document or any Derivatives Swap Agreement, or would have the effect of impairing the position or interests of the U.S. Collateral Agent or any other Finance Party hereunder or thereunder. (ii) Each Credit Loan Party shall be entitled to receive and retain any and all dividends, interest, distributions, cash, instruments and other payments and distributions made upon or in respect of the Collateral; PROVIDEDprovided, HOWEVERhowever, that any and all: (A) dividends, interest and other payments and distributions paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Collateral; (B) dividends and other payments and distributions paid or payable in cash in respect of any Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus; (C) additional stock, other securities, limited liability company membership interests, partnership interests, promissory notes or other instruments or property paid or distributed in respect of any Pledged Shares, Pledged LLC Interests or Pledged Partnership Interests by way of share-split, spin-off, split-up, reclassification, combination of shares or similar rearrangement; (D) all other or additional stock, other securities, limited liability company membership interests, partnership interests, promissory notes or other instruments or property which may be paid in respect of the Collateral by reason of any consolidation, merger, exchange of shares, conveyance of assets, liquidation or similar reorganization; and (E) cash paid, payable or otherwise distributed in respect of principal of, in redemption of, or in exchange for, any Collateral; shall be forthwith (ia) Delivered to the U.S. Collateral Agent or its nominee or custodian to hold as Collateral hereunder or (iib) in the case of any amount referred to in this SECTION Section 5.01(a)(ii) paid or distributed in cash, forthwith deposited in a Deposit Account (as defined in the Security Agreement) maintained with the U.S. Collateral Agent or with respect to which an effective Account Control Agreement as contemplated by SECTION Section 4.14 of the U.S. Security Agreement has been delivered to the U.S. Collateral Agent and shall, if received by any Credit Loan Party, be received in trust for the benefit of the U.S. Collateral Agent and the Finance Parties, be segregated from the other property or funds of such Credit Loan Party and be forthwith Delivered, in the same form as so received, to the U.S. Collateral Agent or its nominee or custodian to hold as Collateral or deposited in a Deposit Account as contemplated by CLAUSE clause (iib) above. (iii) The U.S. Collateral Agent shall, upon receiving a written request from any Credit Loan Party accompanied by a certificate signed by an authorized officer of such Credit Loan Party stating that no Default or Event of Default has occurred and is continuing, execute and deliver (or cause to be executed and delivered) to such Credit Loan Party or as specified in such request all proxies, powers of attorney, consents, ratifications and waivers and other instruments as such Credit Loan Party may reasonably request for the purpose of enabling such Credit Loan Party to exercise the voting and other rights which it is entitled to exercise pursuant to PARAGRAPH paragraph (i) above and to receive the dividends, interest, distributions, cash, instruments or other payments or distributions which it is authorized to receive and retain pursuant to PARAGRAPH paragraph (ii) above in respect of any of the Collateral which is registered in the name of the U.S. Collateral Agent or its nominee. (b) Upon the occurrence and during the continuance of a Default or an Event of Default: (i) All rights of each Credit Loan Party to receive the dividends, interest, distributions, cash, instruments and other payments and distributions which it would otherwise be authorized to receive and retain pursuant to SECTION Section 5.01(a)(ii) shall cease, and all such rights shall thereupon become vested in the U.S. Collateral Agent, which shall thereupon have the sole right to receive and hold as Collateral such dividends, interest, distributions, cash, instruments and other payments and distributions; provided that all cash dividends and other cash distributions in respect of federal, state and/or local income taxes payable by any Loan Party or any direct or indirect equity holder of any Loan Party in respect of income and profits of any limited liability company, partnership or other entity which is not a corporation for United States federal income tax purposes shall be paid to the respective Loan Party free and clear of any Liens created hereby regardless of whether a Default or an Event of Default shall have occurred and be continuing. (ii) All dividends, interest, distributions, cash, instruments and other payments and distributions which are received by any Credit Loan Party contrary to the provisions of paragraph (i) of this SECTION Section 5.01(b) shall be received in trust for the benefit of the U.S. Collateral Agent and the Finance Parties, shall be segregated from other property or funds of such Credit Loan Party and shall be forthwith Delivered, in the same form as so received to the U.S. Collateral Agent or its nominee or custodian to hold as Collateral. (c) Upon the occurrence and during the continuance of an Event of DefaultDefault and upon notice by the Collateral Agent to a Loan Party, all rights of such Credit Loan Party to exercise the voting, management, administration and other consensual rights which it would otherwise be entitled to exercise pursuant to SECTION Section 5.01(a)(i) shall cease, all such rights shall thereupon become vested in the U.S. Collateral Agent, who shall thereupon have the sole right to exercise such voting and other consensual rights, and such Credit Loan Party shall take all actions as may be necessary or appropriate to effect such right of the U.S. Collateral Agent.

Right to Receive Distributions on Collateral; Voting. (a) So long as no Unless and until (x) an Event of Default shall have occurred and be continuing:continuing and (y) written notice thereof shall have been given by the First Lien Collateral Agent or the Collateral Agent, as applicable, pursuant to the terms of the Intercreditor Agreement, to the relevant Loan Party (provided, that if an Event of Default specified in Section 8.01(f) of the Credit Agreement shall occur, no such notice shall be required): (i) Each Credit Loan Party shall be entitled to exercise any and all voting, management, administration and other consensual rights pertaining to the Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement and the other Finance DocumentsLoan Documents in accordance with the exercise of its business discretion; PROVIDED, HOWEVER, that each Credit Party shall give the U.S. Collateral Agent at least five days' written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right, and no Credit Party shall exercise or refrain from exercising any such right if, in the U.S. Collateral Agent's judgment, such action would violate or be inconsistent with any of the terms of this Agreement, any other Finance Document or any Derivatives Agreement, or would have the effect of impairing the position or interests of the U.S. Collateral Agent or any other Finance Party hereunder or thereunder.and (ii) Each Credit Loan Party shall be entitled to receive and retain any and all dividends, interest, distributions, cash, instruments and other payments and distributions made upon or in respect of the Collateral; PROVIDED. (b) Upon the occurrence and during the continuance of an Event of Default under Section 8.01(f) of the Credit Agreement or any other Event of Default in respect of which the First Lien Collateral Agent or the Collateral Agent, HOWEVERas applicable, that any pursuant to the terms of the Intercreditor Agreement, has given the Loan Parties notice as required by Section 5.01(a) and allnotice to such Loan Party hereof: (Ai) All rights of each Loan Party to receive the dividends, interest interest, distributions, cash, instruments and other payments and distributions paid or payable other than in cash in respect ofwhich it would otherwise be authorized to receive and retain pursuant to Section 5.01(a)(ii) shall cease, and all such rights shall thereupon become vested in the First Lien Collateral Agent, or the Collateral Agent, as applicable, in accordance with the terms of the Intercreditor Agreement, which shall thereupon have the sole right to receive and hold as Collateral such dividends, interest, distributions, cash, instruments and other property received, receivable or otherwise distributed payments and distributions; provided that all cash dividends and other cash distributions in respect ofof federal, state and/or local income taxes payable by any Loan Party or any direct or indirect equity holder of any Loan Party in exchange forrespect of income and profits of any limited liability company, partnership or other entity which is not a corporation for United States federal income tax purposes shall be paid to the respective Loan Party free and clear of any Collateral;Liens created hereby regardless of whether an Event of Default shall have occurred and be continuing. (Bii) dividends All dividends, interest, distributions, cash, instruments and other payments and distributions paid or payable in cash in respect which are received by any Loan Party contrary to the provisions of any Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus; (C) additional stock, other securities, limited liability company membership interests, partnership interests, promissory notes or other instruments or property paid or distributed in respect of any Pledged Shares, Pledged LLC Interests or Pledged Partnership Interests by way of share-split, spin-off, split-up, reclassification, combination of shares or similar rearrangement; (D) all other or additional stock, other securities, limited liability company membership interests, partnership interests, promissory notes or other instruments or property which may be paid in respect of the Collateral by reason of any consolidation, merger, exchange of shares, conveyance of assets, liquidation or similar reorganization; and (E) cash paid, payable or otherwise distributed in respect of principal of, in redemption of, or in exchange for, any Collateral; shall be forthwith paragraph (i) Delivered to the U.S. Collateral Agent or its nominee or custodian to hold as Collateral hereunder or (iiof this Section 5.01(b) in the case of any amount referred to in this SECTION 5.01(a)(ii) paid or distributed in cash, forthwith deposited in a Deposit Account maintained with the U.S. Collateral Agent or with respect to which an effective Account Control Agreement as contemplated by SECTION 4.14 of the U.S. Security Agreement has been delivered to the U.S. Collateral Agent and shall, if received by any Credit Party, shall be received in trust for the benefit of the U.S. First Lien Collateral Agent Agent, or the Collateral Agent, as applicable, in accordance with the terms of the Intercreditor Agreement, and the Finance Parties, shall be segregated from the other property or funds of such Credit Loan Party and shall be forthwith Delivered, in the same form as so received, received to the U.S. First Lien Collateral Agent Agent, or the Collateral Agent, as applicable, in accordance with the terms of the Intercreditor Agreement, or its respective nominee or custodian to hold as Collateral or deposited in a Deposit Account as contemplated by CLAUSE (ii) aboveCollateral. (iii) All rights of such Loan Party to exercise the voting, management, administration and other consensual rights which it would otherwise be entitled to exercise pursuant to Section 5.01(a)(i) shall cease, all such rights shall thereupon become vested in the First Lien Collateral Agent, or the Collateral Agent, as applicable, in accordance with the terms of the Intercreditor Agreement, who shall thereupon have the sole right to exercise such voting and other consensual rights, and such Loan Party shall take all actions reasonably necessary to effect such right of the First Lien Collateral Agent, or the Collateral Agent, as applicable, in accordance with the terms of the Intercreditor Agreement. (iv) The U.S. First Lien Collateral Agent Agent, or the Collateral Agent, as applicable, in accordance with the terms of the Intercreditor Agreement, shall, upon receiving a written request from any Credit Loan Party accompanied by a certificate signed by an authorized officer of such Credit Loan Party stating that no Default or Event of Default has occurred and is continuing, execute and deliver (or cause to be executed and delivered) to such Credit Loan Party or as specified in such request all proxies, powers of attorney, consents, ratifications and waivers and other instruments as such Credit Loan Party may reasonably request for the purpose of enabling such Credit Loan Party to exercise the voting and other rights which it is entitled to exercise pursuant to PARAGRAPH paragraph (ia)(i) above and to receive the dividends, interest, distributions, cash, instruments or other payments or distributions which it is authorized to receive and retain pursuant to PARAGRAPH paragraph (iia)(ii) above in respect of any of the Collateral Collateral, if any, which is registered in the name of the U.S. First Lien Collateral Agent or its nominee. (b) Upon , or the occurrence and during the continuance of an Event of Default: (i) All rights of each Credit Party to receive the dividends, interest, distributions, cash, instruments and other payments and distributions which it would otherwise be authorized to receive and retain pursuant to SECTION 5.01(a)(ii) shall cease, and all such rights shall thereupon become vested in the U.S. Collateral Agent, which shall thereupon have the sole right to receive and hold as Collateral such dividends, interest, distributions, cash, instruments and other payments and distributions. (ii) All dividends, interest, distributions, cash, instruments and other payments and distributions which are received by any Credit Party contrary to the provisions of paragraph (i) of this SECTION 5.01(b) shall be received in trust for the benefit of the U.S. Collateral Agent and the Finance Parties, shall be segregated from other property or funds of such Credit Party and shall be forthwith Delivered, in the same form as so received to the U.S. Collateral Agent or its nominee or custodian to hold nominee, as Collateral. (c) Upon applicable, in accordance with the occurrence and during the continuance of an Event of Default, all rights of such Credit Party to exercise the voting, management, administration and other consensual rights which it would otherwise be entitled to exercise pursuant to SECTION 5.01(a)(i) shall cease, all such rights shall thereupon become vested in the U.S. Collateral Agent, who shall thereupon have the sole right to exercise such voting and other consensual rights, and such Credit Party shall take all actions as may be necessary or appropriate to effect such right terms of the U.S. Collateral AgentIntercreditor Agreement.

Right to Receive Distributions on Collateral; Voting. (a) So long as no Unless and until (x) an Event of Default shall have occurred and be continuing:continuing and (y) two (2) Business Day’s prior written notice thereof shall have been given by the Collateral Agent to the relevant Loan Party (provided that if an Event of Default specified in Section 8.01(f) of the Credit Agreement shall occur, no such notice shall be required): (i) Each Credit Loan Party shall be entitled to exercise any and all voting, management, administration and other consensual rights pertaining to the Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement and the other Finance DocumentsLoan Documents in accordance with the exercise of its business discretion; PROVIDED, HOWEVER, that each Credit Party shall give the U.S. Collateral Agent at least five days' written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right, and no Credit Party shall exercise or refrain from exercising any such right if, in the U.S. Collateral Agent's judgment, such action would violate or be inconsistent with any of the terms of this Agreement, any other Finance Document or any Derivatives Agreement, or would have the effect of impairing the position or interests of the U.S. Collateral Agent or any other Finance Party hereunder or thereunder.and (ii) Each Credit Loan Party shall be entitled to receive and retain any and all dividends, interest, distributions, cash, instruments and other payments and distributions made upon on or in respect of the Collateral; PROVIDED, HOWEVER, that any and all: (A) dividends, interest and other payments and distributions paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Collateral; (B) dividends and other payments and distributions paid or payable in cash in respect of any Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus; (C) additional stock, other securities, limited liability company membership interests, partnership interests, promissory notes or other instruments or property paid or distributed in respect of any Pledged Shares, Pledged LLC Interests or Pledged Partnership Interests by way of share-split, spin-off, split-up, reclassification, combination of shares or similar rearrangement; (D) all other or additional stock, other securities, limited liability company membership interests, partnership interests, promissory notes or other instruments or property which may be paid in respect of the Collateral by reason of any consolidation, merger, exchange of shares, conveyance of assets, liquidation or similar reorganization; and (E) cash paid, payable or otherwise distributed in respect of principal of, in redemption of, or in exchange for, any Collateral; shall be forthwith (i) Delivered to the U.S. Collateral Agent or its nominee or custodian to hold as Collateral hereunder or (ii) in the case of any amount referred to in this SECTION 5.01(a)(ii) paid or distributed in cash, forthwith deposited in a Deposit Account maintained with the U.S. Collateral Agent or with respect to which an effective Account Control Agreement as contemplated by SECTION 4.14 of the U.S. Security Agreement has been delivered to the U.S. Collateral Agent and shall, if received by any Credit Party, be received in trust for the benefit of the U.S. Collateral Agent and the Finance Parties, be segregated from the other property or funds of such Credit Party and be forthwith Delivered, in the same form as so received, to the U.S. Collateral Agent or its nominee or custodian to hold as Collateral or deposited in a Deposit Account as contemplated by CLAUSE (ii) above. (iii) The U.S. Collateral Agent shall, upon receiving a written request from any Credit Party accompanied by a certificate signed by an authorized officer of such Credit Party stating that no Default or Event of Default has occurred and is continuing, execute and deliver (or cause to be executed and delivered) to such Credit Party or as specified in such request all proxies, powers of attorney, consents, ratifications and waivers and other instruments as such Credit Party may reasonably request for the purpose of enabling such Credit Party to exercise the voting and other rights which it is entitled to exercise pursuant to PARAGRAPH (i) above and to receive the dividends, interest, distributions, cash, instruments or other payments or distributions which it is authorized to receive and retain pursuant to PARAGRAPH (ii) above in respect of any of the Collateral which is registered in the name of the U.S. Collateral Agent or its nominee. (b) Upon the occurrence and during the continuance of an Event of Default:Default under Section 8.01(f) of the Credit Agreement or any other Event of Default in respect of which the Collateral Agent has given the respective Loan Party notice as required by Section 5.01(a): (i) All rights of each Credit Loan Party to receive the dividends, interest, distributions, cash, instruments and other payments and distributions which it would otherwise be authorized to receive and retain pursuant to SECTION Section 5.01(a)(ii) shall cease, and all such rights shall thereupon become vested in the U.S. Collateral Agent, which shall thereupon have the sole right to receive and hold as Collateral such dividends, interest, distributions, cash, instruments and other payments and distributions. (ii) All dividends, interest, distributions, cash, instruments and other payments and distributions which are received by any Credit Loan Party contrary to the provisions of paragraph (i) of this SECTION Section 5.01(b) shall be received in trust for the benefit of the U.S. Collateral Agent and the Finance PartiesAgent, shall be segregated from other property or funds of such Credit Loan Party and shall be forthwith Delivered, in the same form as so received to the U.S. Collateral Agent or its nominee or custodian to hold as Collateral. (ciii) Upon the occurrence and during the continuance of an Event of Default, all All rights of such Credit Loan Party to exercise the voting, management, administration and other consensual rights which it would otherwise be entitled to exercise pursuant to SECTION Section 5.01(a)(i) shall cease, all such rights shall thereupon become vested in the U.S. Collateral Agent, who shall thereupon have the sole right to exercise such voting voting, management, administration and other consensual rights, and such Credit Loan Party shall take all actions as may be reasonably necessary or appropriate to effect such right of the U.S. Collateral Agent. (c) The Collateral Agent shall, upon all Events of Default ceasing to be in existence and upon receiving a written request from any Loan Party accompanied by a certificate signed by an authorized officer of such Loan Party stating that no Event of Default has occurred and is continuing, promptly execute and deliver (or cause to be executed and delivered) to such Loan Party or as specified in such request all proxies, powers of attorney, consents, ratifications and waivers and other instruments as such Loan Party may reasonably request for the purpose of enabling such Loan Party to exercise the voting and other rights which it is entitled to exercise pursuant to Section 5.01(a)(i) above and to receive the dividends, interest, distributions, cash, instruments or other payments or distributions which it is authorized to receive and retain pursuant to Section 5.01(a)(ii) above in respect of any of the Collateral, if any, which is registered in the name of the Collateral Agent or its nominee.