Common use of Pledged Collateral Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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