Common use of Exercise of Rights in Pledged Collateral Clause in Contracts

Exercise of Rights in Pledged Collateral. Without in any way limiting the foregoing and subject to clause (ii) below, each Grantor shall have the right to exercise all voting rights or other rights relating to the Pledged Collateral for all purposes not prohibited by this Security Agreement, the Indenture or any other Indenture Document. At any time after the occurrence and during the continuance of an Event of Default, after prior written notice to the applicable Grantor, the Collateral Agent (or its non-fiduciary agent or designee) shall have the right (x) to receive any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Collateral and other proceeds paid in respect of the Pledged Collateral and make application thereof to the Secured Obligations in accordance with the Indenture and (y) to exercise all voting rights and other rights relating to Pledged Collateral, including, without limitation, exchange, subscription and any other rights, privileges, and options pertaining to any Equity Interest or Investment Property constituting Pledged Collateral as if it were the absolute owner thereof; provided, that, unless otherwise directed by the Holders of a majority in principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), the Collateral Agent shall have the right at any time after the occurrence and during the continuance of an Event of Default to permit the Grantors to exercise such rights. Unless an Event of Default shall have occurred and be continuing and the Collateral Agent shall have given notice to the applicable Grantor of the Collateral Agent’s intent to exercise its corresponding rights pursuant to clause (ii) above, each Grantor shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Collateral to the extent, and only to the extent, that such dividends, interest, principal and other distributions are permitted by, and otherwise paid or distributed in accordance with, the terms and conditions of the Indenture, the other Indenture Documents and applicable law; provided, however, that any non-cash dividends, interest, principal or other distributions that would constitute Pledged Collateral, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of the issuer of any Pledged Collateral or received in exchange for Pledged Collateral or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, and, if received by any Grantor, shall not be commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Secured Parties and shall be forthwith delivered to the Collateral Agent (or its non-fiduciary agent or designee) in the same form as so received (with any necessary endorsement or instrument of assignment).

Exercise of Rights in Pledged Collateral. (a) Without in any way limiting the foregoing and subject to clause (iib) below, each such Grantor shall have the right be entitled to exercise any and all voting and/or consensual rights and powers accruing to an owner of the Pledged Securities being pledged by it hereunder or any part thereof for any purpose not inconsistent with the terms hereof, at all times, except as expressly provided in paragraph (c) below. (b) All dividends or distributions of any kind whatsoever (other than cash dividends or distributions paid while no Event of Default is continuing) received by a Grantor, whether resulting from a subdivision, combination, or reclassification of the outstanding capital stock of the issuer or received in exchange for Pledged Securities or any part thereof or as a result of any merger, consolidation, acquisition, or other rights relating exchange of assets to which the issuer may be a party, or otherwise, shall be and become part of the Pledged Collateral for all purposes not prohibited by this Security Agreement, the Indenture or any other Indenture Document. At any time after the occurrence Securities pledged hereunder and during the continuance of an Event of Default, after prior written notice shall immediately be delivered to the applicable Grantor, the Collateral Agent to be held subject to the terms hereof. All dividends and distributions which are received contrary to the provisions of this subsection (or its non-fiduciary agent or designeeb) shall have be received in trust for the right (x) to receive any and all dividends, interest, principal and other distributions paid on or distributed in respect benefit of the Pledged Collateral Agent, segregated from such Grantor’s own assets, and other proceeds paid in respect of the Pledged Collateral and make application thereof shall be delivered to the Secured Obligations in accordance with the Indenture and Collateral Agent. (yc) to exercise all voting rights and other rights relating to Pledged Collateral, including, without limitation, exchange, subscription and any other rights, privileges, and options pertaining to any Equity Interest or Investment Property constituting Pledged Collateral as if it were the absolute owner thereof; provided, that, unless otherwise directed by the Holders of a majority in principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), the Collateral Agent shall have the right at any time after Upon the occurrence and during the continuance of an Event of Default to permit the Grantors to exercise such rights. Unless an Event of Default shall have occurred and be continuing and notice from the Collateral Agent shall have given notice of the transfer of such rights to the applicable Grantor of the Collateral Agent’s intent , all rights of a Pledgor (i) to exercise its corresponding the voting and/or consensual rights and powers which it is entitled to exercise pursuant to clause this Section and (ii) above, each Grantor shall be entitled to receive and retain any cash dividends and distributions shall cease, and all dividends, interest, principal and other distributions paid on or distributed such rights shall thereupon become vested in respect of the Pledged Collateral to the extent, and only to the extent, that such dividends, interest, principal and other distributions are permitted by, and otherwise paid or distributed in accordance with, the terms and conditions of the Indenture, the other Indenture Documents and applicable law; provided, however, that any non-cash dividends, interest, principal or other distributions that would constitute Pledged Collateral, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of the issuer of any Pledged Collateral or received in exchange for Pledged Collateral or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, and, if received by any Grantor, shall not be commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Secured Parties and shall be forthwith delivered to the Collateral Agent (or its non-fiduciary agent or designee) in Agent, which shall have the same form sole and exclusive right and authority to exercise such voting and/or consensual rights and receive such cash dividends and distributions until such time as so received (with any necessary endorsement or instrument such Event of assignment)Default has been cured. 4.5.

Exercise of Rights in Pledged Collateral. Without It is agreed that: without in any way limiting the foregoing and subject to clause (ii) below, each Grantor shall have the right right, unless an Event of Default has occurred and is continuing after prior written notice to the Canadian Borrower by the Administrative Agent, to exercise all voting rights or other rights relating to the Pledged Collateral for all purposes any purpose that does not prohibited by violate this Security Agreement, the Indenture ABL Credit Agreement or any other Indenture Loan Document. At ; the Administrative Agent or its nominee at any time after the occurrence and during the continuance of when an Event of Default, after prior written notice to the applicable Grantor, the Collateral Agent (or its non-fiduciary agent or designee) Default has occurred and is continuing shall have the right to exercise the rights and remedies provided under Section 5.01(a)(iv) (x) to receive any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Collateral and other proceeds paid in respect of the Pledged Collateral and make application thereof subject to the Secured Obligations in accordance with the Indenture notice requirements set forth therein) and (y) to exercise all voting rights and other rights relating to Pledged Collateral, including, without limitation, exchange, subscription and any other rights, privileges, and options pertaining to any Equity Interest or Investment Property constituting Pledged Collateral as if it were the absolute owner thereof; provided, that, unless otherwise directed by the Holders of a majority in principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), the Collateral Agent shall have the right at any time after upon the occurrence and during the continuance of an Event of Default after prior written notice to permit the Canadian Borrower, all rights of the Grantors to exercise such rights. Unless an Event of Default or refrain from exercising voting or other consensual rights as a holder with respect to any Pledged collateral shall have occurred cease; and be continuing and the Collateral Agent shall have given notice subject to the applicable Grantor of the Collateral Agent’s intent to exercise its corresponding rights pursuant to clause (ii) aboveSection 5.01(a)(iv), each Grantor shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Collateral (unless, and solely to the extent, and only to otherwise provided under the extent, that such dividends, interest, principal and other distributions are permitted by, and otherwise paid ABL Credit Agreement or distributed in accordance with, the terms and conditions of the Indenture, the other Indenture Documents and applicable lawLoan Documents); provided, however, provided that any non-cash dividends, interest, principal dividends or other distributions that would constitute Pledged Collateral, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests Capital Stock of the issuer of any Pledged Collateral or received in exchange for Pledged Collateral or any part thereof, or in redemption thereof, or as a result of any merger, amalgamation, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall shall, to the extent constituting Collateral, hold in trust for the Administrative Agent and be and become part of the Pledged Collateral, and, if received by any Grantor, shall not be commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Secured Parties and shall be forthwith delivered to the Administrative Agent as and to the extent required by clause (a) above. The Administrative Agent shall promptly deliver to the applicable Grantor (without recourse and without any representation or warranty) any Pledged Collateral Agent (in its possession if requested to be delivered to the issuer or its non-fiduciary agent or designee) the holder thereof in the same form as so received (connection with any necessary endorsement redemption or instrument exchange of assignmentsuch Pledged Collateral not prohibited by the ABL Credit Agreement (unless the ABL Credit Agreement prohibits such redemption or exchange at such time). [Reserved.] [Reserved.]

Exercise of Rights in Pledged Collateral. (i) Without in any way limiting the foregoing and subject to clause (ii) belowSection 4.4(c)(ii), each the Grantor shall have the right to exercise all voting rights or other rights relating to the Pledged Collateral owned by it for all purposes not prohibited by inconsistent with this Security Agreement, the Indenture Note or any other Indenture Note Document; provided however, that no vote or other right shall be exercised or action taken that would have the effect of impairing the rights of the Holder in respect of such Pledged Collateral in any material respect. At (ii)The Grantor will permit the Holder or its nominee at any time after the occurrence and during the continuance existence of an Event of Default, after prior written notice to the applicable Grantorwithout notice, the Collateral Agent (or its non-fiduciary agent or designee) shall have the right (x) to receive any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Collateral and other proceeds paid in respect of the Pledged Collateral and make application thereof to the Secured Obligations in accordance with the Indenture and (y) to exercise all voting rights and or other rights relating to the Pledged CollateralCollateral owned by it, including, without limitation, exchange, subscription and or any other rights, privileges, and or options pertaining to any Equity Interest or Investment Property constituting Pledged Collateral as if it were the absolute owner thereof; provided, that, unless otherwise directed by the Holders of a majority in principal amount of the Notes then outstanding . (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), the Collateral Agent shall have the right at any time after the occurrence and during the continuance of an Event of Default to permit the Grantors to exercise such rights. Unless an Event of Default shall have occurred and be continuing and the Collateral Agent shall have given notice to the applicable Grantor of the Collateral Agent’s intent to exercise its corresponding rights pursuant to clause (ii) above, each iii)The Grantor shall be entitled to collect and receive for its own use all cash dividends and retain any and all dividends, interest, principal and other distributions interest paid on or distributed in respect of the Pledged Collateral to the extent, and only to the extent, that such dividends, interest, principal and other distributions are permitted by, and otherwise paid or distributed in accordance with, the terms and conditions of the Indenture, the other Indenture Documents and applicable lawowned by it; provided, however, that if an Event of Default exists, the Grantor shall not be able to retain any non-of the following distributions and payments: (A) dividends and interest paid or payable other than in cash dividends, interest, principal or other distributions that would constitute in respect of such Pledged Collateral, whether resulting from a subdivisionand instruments and other property received, combination receivable or reclassification of the outstanding Equity Interests of the issuer of otherwise distributed in respect of, or in exchange for, any Pledged Collateral Collateral; (B) dividends and other distributions paid or received payable in exchange for cash in respect of such Pledged Collateral in connection with a partial or any part thereoftotal liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of an issuer; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption thereofof, or as a result in exchange for, such Pledged Collateral; provided further, that until actually paid, all rights to such distributions shall remain subject to the Lien created by this Agreement (all such distributions and payments permitted under this subsection 4.4(c)(iii), collectively, the “Excluded Payments”); and (iv)All distributions in respect of any mergerof the Pledged Collateral owned by the Grantor, consolidationwhenever paid or made, acquisition or other exchange of assets to which such issuer may be a party or otherwisethan Excluded Payments made in accordance with Section 4.4(c)(iii), shall be delivered to the Holder to hold as Pledged Collateral if an Event of Default exists and become part of the Pledged Collateral, andshall, if received by any Grantorthe Grantor while an Event of Default exists, shall not be commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, shall be held received in trust for the benefit of the Secured Parties Holder, be segregated from the other property or funds of the Grantor, and shall be forthwith delivered to the Holder as Pledged Collateral Agent (or its non-fiduciary agent or designee) in the same form as so received (with any necessary endorsement or instrument of assignmentendorsement). 5.5.

Exercise of Rights in Pledged Collateral. (i) Without in any way limiting the foregoing and subject to clause (ii) below, each the Grantor shall have the right to exercise all voting rights or other rights relating to the Pledged Collateral for all purposes not prohibited by inconsistent with this Security Agreement, the Indenture Credit Agreement or any other Indenture Loan Document; provided however, that no vote or other right shall be exercised or action taken which would have the effect of impairing the rights of the Administrative Agent in respect of the Pledged Collateral. At (ii) The Grantor will permit the Administrative Agent or its nominee at any time after the occurrence and during the continuance of an Event of Default, after prior written notice to the applicable Grantorwithout notice, the Collateral Agent (or its non-fiduciary agent or designee) shall have the right (x) to receive any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Collateral and other proceeds paid in respect of the Pledged Collateral and make application thereof to the Secured Obligations in accordance with the Indenture and (y) to exercise all voting rights and or other rights relating to Pledged Collateral, including, without limitation, exchange, subscription and or any other rights, privileges, and or options pertaining to any Equity Interest or Investment Property constituting Pledged Collateral as if it were the absolute owner thereof; provided, that, unless otherwise directed by the Holders of a majority in principal amount of the Notes then outstanding . (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), the Collateral Agent shall have the right at any time after the occurrence and during the continuance of an Event of Default to permit the Grantors to exercise such rights. Unless an Event of Default shall have occurred and be continuing and the Collateral Agent shall have given notice to the applicable Grantor of the Collateral Agent’s intent to exercise its corresponding rights pursuant to clause (iiiii) above, each The Grantor shall be entitled to collect and receive for its own use all cash dividends and retain any and all dividends, interest, principal and other distributions interest paid on or distributed in respect of the Pledged Collateral to the extentextent not in violation of the Credit Agreement other than any of the following distributions and payments (collectively referred to as the “Excluded Payments”): (A) dividends and interest paid or payable other than in cash in respect of any Pledged Collateral, and only to the extentinstruments and other property received, that such dividendsreceivable or otherwise distributed in respect of, interestor in exchange for, principal any Pledged Collateral; (B) dividends and other distributions are permitted by, and otherwise paid or distributed payable in accordance with, the terms and conditions of the Indenture, the other Indenture Documents and applicable law; provided, however, that any non-cash dividends, interest, principal or other distributions that would constitute Pledged Collateral, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of the issuer in respect of any Pledged Collateral in connection with a partial or received total liquidation or dissolution or in exchange for Pledged Collateral connection with a reduction of capital, capital surplus or any part thereofpaid-in capital of an issuer; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption thereofof, or as a result in exchange for, any Pledged Collateral; provided however, that until actually paid, all rights to such distributions shall remain subject to the Lien created by this Security Agreement; and (iv) All Excluded Payments and all other distributions in respect of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, andwhenever paid or made, shall be delivered to the Administrative Agent to hold as Pledged Collateral and shall, if received by any the Grantor, shall not be commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, shall be held received in trust for the benefit of the Secured Parties and shall Administrative Agent, be forthwith delivered to the Collateral Agent (or its non-fiduciary agent or designee) in the same form as so received (with any necessary endorsement or instrument of assignment).segregated from the

Exercise of Rights in Pledged Collateral. (i) Without in any way limiting the foregoing and subject to clause (ii) below, each such Grantor shall have the right to exercise all voting rights or other rights relating to the Pledged Collateral for all purposes not prohibited by inconsistent with this Security Agreement, the Indenture Credit Agreement or any other Indenture Loan Document; provided, however, that no vote or other right shall be exercised or action taken which would have the effect of impairing the rights of the Administrative Agent hereunder in respect of the Pledged Collateral (except for actions (and votes in respect thereof) that are expressly permitted by the Credit Agreement). At (ii) Such Grantor will permit the Administrative Agent or its nominee at any time after the occurrence and during the continuance continuation of an Event of Default, after prior written notice without notice, to the applicable Grantor, the Collateral Agent (or its non-fiduciary agent or designee) shall have the right (x) to receive any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Collateral and other proceeds paid in respect of the Pledged Collateral and make application thereof to the Secured Obligations in accordance with the Indenture and (y) to 10 WEIL:\98740446\6\35899.0596 exercise all voting rights and or other rights relating to Pledged Collateral, including, without limitation, exchange, subscription and or any other rights, privileges, and or options pertaining to any Equity Interest or Investment Property constituting Pledged Collateral as if it were the absolute owner thereof; provided, that, unless otherwise directed by . (iii) To the Holders of a majority extent not in principal amount violation of the Notes then outstanding (includingCredit Agreement, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), the Collateral Agent shall have the right at any time after the occurrence and during the continuance of an Event of Default to permit the Grantors to exercise such rights. Unless an Event of Default shall have occurred and be continuing and the Collateral Agent shall have given notice to the applicable Grantor of the Collateral Agent’s intent to exercise its corresponding rights pursuant to clause (ii) above, each Grantor shall be entitled to collect and receive for its own use all cash dividends and retain any and all dividends, interest, principal and other distributions interest paid on or distributed in respect of the Pledged Collateral; and (iv) All distributions in respect of any of the Pledged Collateral to which are not permitted under the extentCredit Agreement, and only to the extent, that such dividends, interest, principal and other distributions are permitted by, and otherwise whenever paid or distributed in accordance with, the terms and conditions of the Indenture, the other Indenture Documents and applicable law; provided, however, that any non-cash dividends, interest, principal or other distributions that would constitute Pledged Collateral, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of the issuer of any Pledged Collateral or received in exchange for Pledged Collateral or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwisemade, shall be delivered to the Administrative Agent to hold as Pledged Collateral and become part of the Pledged Collateral, andshall, if received by any such Grantor, shall not be commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, shall be held received in trust for the benefit of the Secured Parties Administrative Agent, be segregated from the other property or funds of such Grantor, and shall be forthwith delivered to the Administrative Agent as Pledged Collateral Agent (or its non-fiduciary agent or designee) in the same form as so received (with any necessary endorsement or instrument of assignmentendorsement). 4.5.