Common use of Use and Disposition of Collateral Clause in Contracts

Use and Disposition of Collateral. (a) None of the Grantors shall make or permit to be made an assignment, pledge or hypothecation of any Collateral or Collateral Assets or shall grant any other Lien in respect of the Collateral or Collateral Assets or enter into any arrangement providing for a restriction on transfer of or option or claim with respect to any Collateral or Collateral Assets, except that granted under the Collateral Documents and as expressly permitted by each of the Secured Creditor Documents. None of the Grantors shall make or permit to be made any transfer of the Collateral or Collateral Assets and each Grantor shall remain at all times in possession of the Collateral or Collateral Assets owned by it, except that (x) inventory may be sold, kept in transit or in another location for repairs, in each case in the ordinary course of business and (y) subject to the terms and conditions of the Secured Creditor Documents and the Collateral Documents, and unless a Collateral Event of Default has occurred and is continuing and the Collateral and Intercreditor Agent has given notice or taken action in accordance with the terms of this Agreement and the other Collateral Documents, each Grantor may (i) receive all cash dividends, interest and other payments made upon or in respect of the Pledged Stock (if any) and exercise any voting and other rights in respect thereof (other than as contemplated by the Mexican Stock Pledges, if and when executed), (ii) generally remain in possession of and retain exclusive control over the Collateral (other than any amounts that are the proceeds of a Collateral Asset Sale or an Event of Loss relating to the Collateral), (iii) freely operate the Collateral, to replace machinery and equipment and to sell or otherwise dispose of inventory and other Collateral (including, with respect to cash constituting Collateral by virtue of being proceeds under a Collateral Document (other than the Net Cash Proceeds from a Collateral Asset Sale or an Event of Loss) to pay dividends or make investments or loans), and (iv) collect, invest and dispose of any income in respect of any Collateral, in each case in the ordinary course of business.

Use and Disposition of Collateral. (a) None of the Grantors Borrower shall not make or permit to be made an any assignment, pledge or hypothecation of any the Collateral other than Permitted Liens or Collateral Assets as permitted by Section 5(a) above, or shall grant any other Lien security interest in respect of the Collateral or Collateral Assets or enter into any arrangement providing except for a restriction on transfer of or option or claim with respect to any Collateral or Collateral Assets, except that granted under the Collateral Documents Security Interest and as expressly permitted by each of the Secured Creditor DocumentsPermitted Liens. None of the Grantors Borrower shall not make or permit to be made any transfer of any Collateral, except in the Collateral ordinary course of business or Collateral Assets as permitted by Section 5(a) above, and each Grantor Borrower shall remain at all times in possession of the Collateral or Collateral Assets owned by itit other than transfers to the Agent pursuant to the provisions hereof and as otherwise provided in this Agreement. The Agent shall have the right, except that (x) inventory may be soldas the true and lawful agent of the Borrower, kept in transit or in another location with power of substitution for repairs, in each case the Borrower and in the ordinary course Borrower’s name, the Agent’s name or otherwise, for the use and benefit of business the Agent and the Investors and solely to effect the purposes of this Agreement, (yi) subject to endorse the Borrower’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment with respect to the terms and conditions Collateral that may come into its possession; (ii) to sign the name of the Secured Creditor Documents and the Collateral Documents, and unless a Collateral Event Borrower on any invoice relating to any of Default has occurred and is continuing and the Collateral and Intercreditor Agent has given notice or taken action in accordance with (iii) upon the terms occurrence and during the continuance of an event of default under this Agreement and or under the other Collateral Documents, each Grantor may (i) receive all cash dividends, interest and other payments made upon or in respect of the Pledged Stock (if any) and exercise any voting and other rights in respect thereof (other than as contemplated by the Mexican Stock Pledges, if and when executed)Note, (iiA) generally remain in possession to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences or instruments of and retain exclusive control over the Collateral (other than any amounts that are the proceeds of a Collateral Asset Sale or an Event of Loss payment relating to the Collateral)Collateral or any part thereof, and Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed, (iiiB) freely operate to demand, collect, receive payment of, give receipt for, extend the Collateraltime of payment of and give discharges and releases of all or any of the Collateral and/or release the obligor thereon, (C) to replace machinery commence and equipment prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to sell collect or otherwise dispose realize on all or any of inventory and other the Collateral (including, with respect or to cash constituting Collateral by virtue of being proceeds under a Collateral Document (other than the Net Cash Proceeds from a Collateral Asset Sale or an Event of Loss) to pay dividends or make investments or loans), and (iv) collect, invest and dispose of enforce any income rights in respect of any Collateral, (D) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to or pertaining to all or any of the Collateral, and (H) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Agent were the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Agent or any Investor to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Agent or such Investor or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in each case respect thereof or any property covered thereby, and no action taken by the Agent or any Investor or omitted to be taken with respect to the Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of Borrower or to any claim or action against the Agent or any Investor in the ordinary course absence of businessthe gross negligence or willful misconduct of the Agent or such Investor; and provided further that, the Agent shall at all times act reasonably and in good faith. It is understood and agreed that the appointment of the Agent as the agent of the Borrower for the purposes set forth above in this Section 5(f) is coupled with an interest and is irrevocable. The provisions of this Section 5(f) shall in no event relieve Borrower of any of its obligations hereunder with respect to the Collateral or any part thereof (other than obligations which are impaired as a result of actions taken by the Agent pursuant to this Section 5(f)) or impose any obligation on the Agent or any Investor to proceed in any particular manner with respect to the Collateral or any part thereof, or in any way limit the exercise by the Agent or any Investor of any other or further right which it may have on the date of this Agreement or hereafter, whether hereunder or by law or otherwise. Anytime action is taken under this Section 5(f), prompt written notice of such action shall be provided to Borrower by Agent.

Use and Disposition of Collateral. (a) None of the Grantors Borrower shall not make or permit to be made an any assignment, pledge or hypothecation of any the Collateral other than Permitted Liens, or Collateral Assets or shall grant any other Lien security interest in respect of the Collateral or Collateral Assets or enter into any arrangement providing except for a restriction on transfer of or option or claim with respect to any Collateral or Collateral Assets, except that granted under the Collateral Documents Security Interest and as expressly permitted by each of the Secured Creditor DocumentsPermitted Liens. None of the Grantors Borrower shall not make or permit to be made any transfer of any Collateral, except in the Collateral or Collateral Assets ordinary course of business, and each Grantor Borrower shall remain at all times in possession of the Collateral or Collateral Assets owned by itit other than transfers to the Agent pursuant to the provisions hereof and as otherwise provided in this Agreement. The Agent shall have the right, except that (x) inventory may be soldas the true and lawful agent of the Borrower, kept in transit or in another location with power of substitution for repairs, in each case the Borrower and in the ordinary course Borrower's name, the Agent's name or otherwise, for the use and benefit of business the Agent and the Investors and solely to effect the purposes of this Agreement, (yi) subject to endorse the Borrower's name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment with respect to the terms and conditions Collateral that may come into its possession; (ii) to sign the name of the Secured Creditor Documents and the Collateral Documents, and unless a Collateral Event Borrower on any invoice relating to any of Default has occurred and is continuing and the Collateral and Intercreditor Agent has given notice or taken action in accordance with (iii) upon the terms occurrence and during the continuance of an event of default under this Agreement and or under the other Collateral Documents, each Grantor may (i) receive all cash dividends, interest and other payments made upon or in respect of the Pledged Stock (if any) and exercise any voting and other rights in respect thereof (other than as contemplated by the Mexican Stock Pledges, if and when executed)Note, (iiA) generally remain in possession to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences or instruments of and retain exclusive control over the Collateral (other than any amounts that are the proceeds of a Collateral Asset Sale or an Event of Loss payment relating to the Collateral)Collateral or any part thereof, and Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed, (iiiB) freely operate to demand, collect, receive payment of, give receipt for, extend the Collateraltime of payment of and give discharges and releases of all or any of the Collateral and/or release the obligor thereon, (C) to replace machinery commence and equipment prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to sell collect or otherwise dispose realize on all or any of inventory and other the Collateral (including, with respect or to cash constituting Collateral by virtue of being proceeds under a Collateral Document (other than the Net Cash Proceeds from a Collateral Asset Sale or an Event of Loss) to pay dividends or make investments or loans), and (iv) collect, invest and dispose of enforce any income rights in respect of any Collateral, (D) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to or pertaining to all or any of the Collateral, and (H) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Agent were the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Agent or any Investor to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Agent or such Investor or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in each case respect thereof or any property covered thereby, and no action taken by the Agent or any Investor or omitted to be taken with respect to the Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of Borrower or to any claim or action against the Agent or any Investor in the ordinary course absence of businessthe gross negligence or willful misconduct of the Agent or such Investor; and provided further that, the Agent shall at all times act reasonably and in good faith. It is understood and agreed that the appointment of the Agent as the agent of the Borrower for the purposes set forth above in this Section 5(f) is coupled with an interest and is irrevocable. The provisions of this Section 5(f) shall in no event relieve Borrower of any of its obligations hereunder with respect to the Collateral or any part thereof (other than obligations which are impaired as a result of actions taken by the Agent pursuant to this Section 5(f)) or impose any obligation on the Agent or any Investor to proceed in any particular manner with respect to the Collateral or any part thereof, or in any way limit the exercise by the Agent or any Investor of any other or further right which it may have on the date of this Agreement or hereafter, whether hereunder or by law or otherwise. Anytime action is taken under this Section 5(f), prompt written notice of such action shall be provided to Borrower by Agent.

Use and Disposition of Collateral. (a) None of the Grantors Borrower shall not make or permit to be made an any assignment, pledge or hypothecation of any the Collateral other than Permitted Liens or Collateral Assets as permitted by Section 5(a) above, or shall grant any other Lien security interest in respect of the Collateral or Collateral Assets or enter into any arrangement providing except for a restriction on transfer of or option or claim with respect to any Collateral or Collateral Assets, except that granted under the Collateral Documents Security Interest and as expressly permitted by each of the Secured Creditor DocumentsPermitted Liens. None of the Grantors Borrower shall not make or permit to be made any transfer of any Collateral, except in the Collateral ordinary course of business or Collateral Assets as permitted by Section 5(a) above, and each Grantor Borrower shall remain at all times in possession of the Collateral or Collateral Assets owned by itit other than transfers to the Agent pursuant to the provisions hereof and as otherwise provided in this Agreement. The Agent shall have the right, except that (x) inventory may be soldas the true and lawful agent of the Borrower, kept in transit or in another location with power of substitution for repairs, in each case the Borrower and in the ordinary course Borrower’s name, the Agent’s name or otherwise, for the use and benefit of business the Investors and solely to effect the purposes of this Agreement, (yi) subject to endorse the Borrower’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment with respect to the terms and conditions Collateral that may come into its possession; (ii) to sign the name of the Secured Creditor Documents and the Collateral Documents, and unless a Collateral Event Borrower on any invoice relating to any of Default has occurred and is continuing and the Collateral and Intercreditor Agent has given notice or taken action in accordance with (iii) upon the terms occurrence and during the continuance of an event of default under this Agreement and or under the other Collateral Documents, each Grantor may (i) receive all cash dividends, interest and other payments made upon or in respect of the Pledged Stock (if any) and exercise any voting and other rights in respect thereof (other than as contemplated by the Mexican Stock Pledges, if and when executed)Notes, (iiA) generally remain in possession to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences or instruments of and retain exclusive control over the Collateral (other than any amounts that are the proceeds of a Collateral Asset Sale or an Event of Loss payment relating to the Collateral)Collateral or any part thereof, and Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed, (iiiB) freely operate to demand, collect, receive payment of, give receipt for, extend the Collateraltime of payment of and give discharges and releases of all or any of the Collateral and/or release the obligor thereon, (C) to replace machinery commence and equipment prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to sell collect or otherwise dispose realize on all or any of inventory and other the Collateral (including, with respect or to cash constituting Collateral by virtue of being proceeds under a Collateral Document (other than the Net Cash Proceeds from a Collateral Asset Sale or an Event of Loss) to pay dividends or make investments or loans), and (iv) collect, invest and dispose of enforce any income rights in respect of any Collateral, (D) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to or pertaining to all or any of the Collateral, and (E) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Agent were the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Agent or any Investor to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Agent or such Investor or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in each case respect thereof or any property covered thereby, and no action taken by the Agent or any Investor or omitted to be taken with respect to the Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of Borrower or to any claim or action against the Agent or any Investor in the ordinary course absence of businessthe gross negligence or willful misconduct of the Agent or such Investor; and provided further that, the Agent shall at all times act reasonably and in good faith. It is understood and agreed that the appointment of the Agent as the agent of the Borrower for the purposes set forth above in this Section 5(f) is coupled with an interest and is irrevocable. The provisions of this Section 5(f) shall in no event relieve Borrower of any of its obligations hereunder with respect to the Collateral or any part thereof (other than obligations which are impaired as a result of actions taken by the Agent pursuant to this Section 5(f)) or impose any obligation on the Agent or any Investor to proceed in any particular manner with respect to the Collateral or any part thereof, or in any way limit the exercise by the Agent or any Investor of any other or further right which it may have on the date of this Agreement or hereafter, whether hereunder or by law or otherwise. Anytime action is taken under this Section 5(f), prompt written notice of such action shall be provided to Borrower by Agent.

Use and Disposition of Collateral. (a) None of the Grantors No Borrower shall make or permit to be made an any Lien, assignment, pledge or hypothecation of any the Collateral other than Permitted Liens or Collateral Assets sales of assets permitted by Section 5(a) above, or shall grant any other Lien security interest in respect of the Collateral or Collateral Assets or enter into any arrangement providing except for a restriction on transfer of or option or claim with respect to any Collateral or Collateral Assets, except that granted under the Collateral Documents Security Interest and as expressly permitted by each of the Secured Creditor DocumentsPermitted Liens. None of the Grantors No Borrower shall make or permit to be made any transfer of the any Collateral or Collateral Assets any other assets, except in the ordinary course of business or as permitted by Section 5(a) above, and each Grantor Borrower shall remain at all times in possession of the Collateral or Collateral Assets owned by itit other than transfers to the Agent pursuant to the provisions hereof and as otherwise provided in this Agreement. The Agent shall have the right, except that (x) inventory may be soldas the true and lawful agent of the Borrowers, kept in transit or in another location with power of substitution for repairs, each Borrower and in each case in Borrower's name, the ordinary course Agent's name or otherwise, for the use and benefit of business the Agent and the Investors and solely to effect the purposes of this Agreement, (i) to endorse each Borrower’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment with respect to the Collateral that may come into its possession; (ii) to sign the name of each Borrower on any invoice relating to any of the Collateral and (yiii) subject to upon the terms occurrence and conditions during the continuance of the Secured Creditor Documents and the Collateral Documents, and unless a Collateral an Event of Default has occurred and is continuing and the Collateral and Intercreditor Agent has given notice or taken action in accordance with the terms of under this Agreement and or under the other Collateral Documents, each Grantor may (i) receive all cash dividends, interest and other payments made upon or in respect of the Pledged Stock (if any) and exercise any voting and other rights in respect thereof (other than as contemplated by the Mexican Stock Pledges, if and when executed)Note, (iiA) generally remain in possession to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences or instruments of and retain exclusive control over the Collateral (other than any amounts that are the proceeds of a Collateral Asset Sale or an Event of Loss payment relating to the Collateral)Collateral or any part thereof, and Borrowers hereby waive notice of presentment, protest and non-payment of any instrument so endorsed, (iiiB) freely operate to demand, collect, receive payment of, give receipt for, extend the Collateraltime of payment of and give discharges and releases of all or any of the Collateral and/or release the obligor thereon, (C) to replace machinery commence and equipment prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to sell collect or otherwise dispose realize on all or any of inventory and other the Collateral (including, with respect or to cash constituting Collateral by virtue of being proceeds under a Collateral Document (other than the Net Cash Proceeds from a Collateral Asset Sale or an Event of Loss) to pay dividends or make investments or loans), and (iv) collect, invest and dispose of enforce any income rights in respect of any Collateral, (D) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to or pertaining to all or any of the Collateral, and (H) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Agent were the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Agent or any Investor to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Agent or such Investor or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in each case respect thereof or any property covered thereby, and no action taken by the Agent or any Investor or omitted to be taken with respect to the Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of Borrowers or to any claim or action against the Agent or any Investor in the ordinary course absence of businessthe gross negligence or willful misconduct of the Agent or such Investor; and provided, further, that the Agent shall at all times act reasonably and in good faith. It is understood and agreed that the appointment of the Agent as the agent of the Borrowers for the purposes set forth above in this Section 5(f) is coupled with an interest and is irrevocable. The provisions of this Section 5(f) shall in no event relieve Borrowers of any of their obligations hereunder with respect to the Collateral or any part thereof (other than obligations which are impaired as a result of actions taken by the Agent pursuant to this Section 5(f)) or impose any obligation on the Agent or any Investor to proceed in any particular manner with respect to the Collateral or any part thereof, or in any way limit the exercise by the Agent or any Investor of any other or further right which it may have on the date of this Agreement or hereafter, whether hereunder or by law or otherwise. Anytime action is taken under this Section 5(f), prompt written notice of such action shall be provided to Borrowers by Agent.

Use and Disposition of Collateral. (a) None of the Grantors The Company shall not make or permit to be made an any assignment, pledge or hypothecation of any the Collateral other than Permitted Liens or Collateral Assets as permitted by Section 5(a) above, or shall grant any other Lien security interest in respect of the Collateral or Collateral Assets or enter into any arrangement providing except for a restriction on transfer of or option or claim with respect to any Collateral or Collateral Assets, except that granted under the Collateral Documents Security Interest and as expressly permitted by each of the Secured Creditor DocumentsPermitted Liens. None of the Grantors The Company shall not make or permit to be made any transfer of any Collateral, except in the Collateral ordinary course of business or Collateral Assets as permitted by Section 5(a) above, and each Grantor the Company shall remain at all times in possession of the Collateral or Collateral Assets owned by itit other than transfers to the Agent pursuant to the provisions hereof and as otherwise provided in this Agreement. The Agent shall have the right, except that (x) inventory may be soldas the true and lawful agent of the Company, kept in transit or in another location with power of substitution for repairs, in each case the Company and in the ordinary course Company’s name, the Agent’s name or otherwise, for the use and benefit of business the Agent and the Purchasers and solely to effect the purposes of this Agreement, (yi) subject to endorse the Company’s name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment with respect to the terms and conditions Collateral that may come into its possession; (ii) to sign the name of the Secured Creditor Documents and the Collateral Documents, and unless a Collateral Event Company on any invoice relating to any of Default has occurred and is continuing and the Collateral and Intercreditor Agent has given notice or taken action in accordance with (iii) upon the terms occurrence and during the continuance of an event of default under this Agreement and or under the other Collateral Documents, each Grantor may (i) receive all cash dividends, interest and other payments made upon or in respect of the Pledged Stock (if any) and exercise any voting and other rights in respect thereof (other than as contemplated by the Mexican Stock Pledges, if and when executed)Notes, (iiA) generally remain in possession to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences or instruments of and retain exclusive control over the Collateral (other than any amounts that are the proceeds of a Collateral Asset Sale or an Event of Loss payment relating to the Collateral)Collateral or any part thereof, and the Company hereby waives notice of presentment, protest and non-payment of any instrument so endorsed, (iiiB) freely operate to demand, collect, receive payment of, give receipt for, extend the Collateraltime of payment of and give discharges and releases of all or any of the Collateral and/or release the obligor thereon, (C) to replace machinery commence and equipment prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to sell collect or otherwise dispose realize on all or any of inventory and other the Collateral (including, with respect or to cash constituting Collateral by virtue of being proceeds under a Collateral Document (other than the Net Cash Proceeds from a Collateral Asset Sale or an Event of Loss) to pay dividends or make investments or loans), and (iv) collect, invest and dispose of enforce any income rights in respect of any Collateral, (D) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to or pertaining to all or any of the Collateral, and (H) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Agent were the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Agent or any Secured Party to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Agent or such Secured Party or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in each case respect thereof or any property covered thereby, and no action taken by the Agent or any Secured Party or omitted to be taken with respect to the Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of the Company or to any claim or action against the Agent or any Secured Party in the ordinary course absence of businessthe gross negligence or willful misconduct of the Agent or such Secured Party; and provided further, that the Agent shall at all times act reasonably and in good faith. It is understood and agreed that the appointment of the Agent as the agent of the Company for the purposes set forth above in this Section 5(f) is coupled with an interest and is irrevocable. The provisions of this Section 5(f) shall in no event relieve the Company of any of its obligations hereunder with respect to the Collateral or any part thereof (other than obligations which are impaired as a result of actions taken by the Agent pursuant to this Section 5(f)) or impose any obligation on the Agent or any Secured Party to proceed in any particular manner with respect to the Collateral or any part thereof, or in any way limit the exercise by the Agent or any Secured Party of any other or further right which it may have on the date of this Agreement or hereafter, whether hereunder or by law or otherwise. Anytime action is taken under this Section 5(f), prompt written notice of such action shall be provided to the Company by the Agent.

Use and Disposition of Collateral. (a) None of the Grantors Company shall not make or permit to be made an any assignment, pledge or hypothecation of any the Collateral other than Permitted Liens, or Collateral Assets or shall grant any other Lien security interest in respect of the Collateral or Collateral Assets or enter into any arrangement providing except for a restriction on transfer of or option or claim with respect to any Collateral or Collateral Assets, except that granted under the Collateral Documents Security Interest and as expressly permitted by each of the Secured Creditor DocumentsPermitted Liens. None of the Grantors Company shall not make or permit to be made any transfer of any Collateral, except in the Collateral or Collateral Assets ordinary course of business, and each Grantor Company shall remain at all times in possession of the Collateral or Collateral Assets owned by itit other than transfers to the Agent pursuant to the provisions hereof and as otherwise provided in this Agreement. The Agent shall have the right, except that (x) inventory may be soldas the true and lawful agent of the Company, kept in transit or in another location with power of substitution for repairs, in each case the Company and in the ordinary course Company's name, the Agent's name or otherwise, for the use and benefit of business the Agent and the Purchasers and solely to effect the purposes of this Agreement, (yi) subject to endorse the Company's name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment with respect to the terms and conditions Collateral that may come into its possession; (ii) to sign the name of the Secured Creditor Documents and the Collateral Documents, and unless a Collateral Event Company on any invoice relating to any of Default has occurred and is continuing and the Collateral and Intercreditor Agent has given notice or taken action in accordance with (iii) upon the terms occurrence and during the continuance of an event of default under this Agreement and or under the other Collateral Documents, each Grantor may (i) receive all cash dividends, interest and other payments made upon or in respect of the Pledged Stock (if any) and exercise any voting and other rights in respect thereof (other than as contemplated by the Mexican Stock Pledges, if and when executed)Series A Senior Preferred Stock, (iiA) generally remain in possession to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences or instruments of and retain exclusive control over the Collateral (other than any amounts that are the proceeds of a Collateral Asset Sale or an Event of Loss payment relating to the Collateral)Collateral or any part thereof, and Company hereby waives notice of presentment, protest and non-payment of any instrument so endorsed, (iiiB) freely operate to demand, collect, receive payment of, give receipt for, extend the Collateraltime of payment of and give discharges and releases of all or any of the Collateral and/or release the obligor thereon, (C) to replace machinery commence and equipment prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to sell collect or otherwise dispose realize on all or any of inventory and other the Collateral (including, with respect or to cash constituting Collateral by virtue of being proceeds under a Collateral Document (other than the Net Cash Proceeds from a Collateral Asset Sale or an Event of Loss) to pay dividends or make investments or loans), and (iv) collect, invest and dispose of enforce any income rights in respect of any Collateral, (D) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to or pertaining to all or any of the Collateral, and (H) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Agent were the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Agent or any Purchaser to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Agent or such Purchaser or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in each case respect thereof or any property covered thereby, and no action taken by the Agent or any Purchaser or omitted to be taken with respect to the Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of Company or to any claim or action against the Agent or any Purchaser in the ordinary course absence of businessthe gross negligence or willful misconduct of the Agent or such Purchaser; and provided further that, the Agent shall at all times act reasonably and in good faith. It is understood and agreed that the appointment of the Agent as the agent of the Company for the purposes set forth above in this Section 5(f) is coupled with an interest and is irrevocable. The provisions of this Section 5(f) shall in no event relieve Company of any of its obligations hereunder with respect to the Collateral or any part thereof (other than obligations which are impaired as a result of actions taken by the Agent pursuant to this Section 5(f)) or impose any obligation on the Agent or any Purchaser to proceed in any particular manner with respect to the Collateral or any part thereof, or in any way limit the exercise by the Agent or any Purchaser of any other or further right which it may have on the date of this Agreement or hereafter, whether hereunder or by law or otherwise. Anytime action is taken under this Section 5(f), prompt written notice of such action shall be provided to Company by Agent.

Use and Disposition of Collateral. (a) None of the Grantors Borrower shall not make or permit to be made an any assignment, pledge or hypothecation of any the Collateral other than Permitted Liens, or Collateral Assets or shall grant any other Lien security interest in respect of the Collateral or Collateral Assets or enter into any arrangement providing except for a restriction on transfer of or option or claim with respect to any Collateral or Collateral Assets, except that granted under the Collateral Documents Security Interest and as expressly permitted by each of the Secured Creditor DocumentsPermitted Liens. None of the Grantors Borrower shall not make or permit to be made any transfer of any Collateral, except in the Collateral or Collateral Assets ordinary course of business, and each Grantor Borrower shall remain at all times in possession of the Collateral or Collateral Assets owned by itit other than transfers to the Agent pursuant to the provisions hereof and as otherwise provided in this Agreement. The Agent shall have the right, except that (x) inventory may be soldas the true and lawful agent of the Borrower, kept in transit or in another location with power of substitution for repairs, in each case the Borrower and in the ordinary course Borrower's name, the Agent's name or otherwise, for the use and benefit of business the Agent and the Investors and solely to effect the purposes of this Agreement, (yi) subject to endorse the Borrower's name upon any notes, acceptances, checks, drafts, money orders or other evidences of payment with respect to the terms and conditions Collateral that may come into its possession; (ii) to sign the name of the Secured Creditor Documents and the Collateral Documents, and unless a Collateral Event Borrower on any invoice relating to any of Default has occurred and is continuing and the Collateral and Intercreditor Agent has given notice or taken action in accordance with (iii) upon the terms occurrence and during the continuance of an event of default under this Agreement and or under the other Collateral Documents, each Grantor may (i) receive all cash dividends, interest and other payments made upon or in respect of the Pledged Stock (if any) and exercise any voting and other rights in respect thereof (other than as contemplated by the Mexican Stock Pledges, if and when executed)Note, (iiA) generally remain in possession to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences or instruments of and retain exclusive control over the Collateral (other than any amounts that are the proceeds of a Collateral Asset Sale or an Event of Loss payment relating to the Collateral)Collateral or any part thereof, and Borrower hereby waives notice of presentment, protest and non- payment of any instrument so endorsed, (iiiB) freely operate to demand, collect, receive payment of, give receipt for, extend the Collateraltime of payment of and give discharges and releases of all or any of the Collateral and/or release the obligor thereon, (C) to replace machinery commence and equipment prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to sell collect or otherwise dispose realize on all or any of inventory and other the Collateral (including, with respect or to cash constituting Collateral by virtue of being proceeds under a Collateral Document (other than the Net Cash Proceeds from a Collateral Asset Sale or an Event of Loss) to pay dividends or make investments or loans), and (iv) collect, invest and dispose of enforce any income rights in respect of any Collateral, (D) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to or pertaining to all or any of the Collateral, and (H) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Agent were the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Agent or any Investor to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Agent or such Investor or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in each case respect thereof or any property covered thereby, and no action taken by the Agent or any Investor or omitted to be taken with respect to the Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of Borrower or to any claim or action against the Agent or any Investor in the ordinary course absence of businessthe gross negligence or willful misconduct of the Agent or such Investor; and provided further that, the Agent shall at all times act reasonably and in good faith. It is understood and agreed that the appointment of the Agent as the agent of the Borrower for the purposes set forth above in this Section 5(f) is coupled with an interest and is irrevocable. The provisions of this Section 5(f) shall in no event relieve Borrower of any of its obligations hereunder with respect to the Collateral or any part thereof (other than obligations which are impaired as a result of actions taken by the Agent pursuant to this Section 5(f)) or impose any obligation on the Agent or any Investor to proceed in any particular manner with respect to the Collateral or any part thereof, or in any way limit the exercise by the Agent or any Investor of any other or further right which it may have on the date of this Agreement or hereafter, whether hereunder or by law or otherwise. Anytime action is taken under this Section 5(f), prompt written notice of such action shall be provided to Borrower by Agent.

Use and Disposition of Collateral. (a) None of the Grantors Company shall not make or permit to be made an any assignment, pledge or hypothecation of any the Collateral other than Permitted Liens, or Collateral Assets or shall grant any other Lien security interest in respect of the Collateral or Collateral Assets or enter into any arrangement providing except for a restriction on transfer of or option or claim with respect to any Collateral or Collateral Assets, except that granted under the Collateral Documents Security Interest and as expressly permitted by each of the Secured Creditor DocumentsPermitted Liens. None of the Grantors Company shall not make or permit to be made any transfer of any Collateral, except in the Collateral or Collateral Assets ordinary course of business, and each Grantor Company shall remain at all times in possession of the Collateral or Collateral Assets owned by itit other than transfers to the Secured Party pursuant to the provisions hereof and except as otherwise provided in this Agreement. The Agent shall have the right, except that (x) inventory may be soldas the true and lawful agent of the Company, kept in transit or in another location with power of substitution for repairs, in each case the Company and in the ordinary course of business Company's name, the Agent's name or otherwise, for the use and (y) subject to the terms and conditions benefit of the Secured Creditor Documents Party and solely as and to the Collateral Documents, and unless a Collateral Event of Default has occurred and is continuing and the Collateral and Intercreditor Agent has given notice or taken action in accordance with extent required to effect the terms of this Agreement and the other Collateral DocumentsAgreement, each Grantor may (i) receive all cash dividendsto endorse the Company’s name upon any notes, interest and acceptances, checks, drafts, money orders or other payments made upon or in evidences of payment with respect of to the Pledged Stock (if any) and exercise any voting and other rights in respect thereof (other than as contemplated by the Mexican Stock Pledges, if and when executed), Collateral that may come into its possession; (ii) generally remain in possession to sign the name of and retain exclusive control over the Company on any invoice relating to any of the Collateral and (iii) upon the occurrence and during the continuance of an event of default under this Agreement or under the Convertible Notes, (A) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other than any amounts that are the proceeds evidences or instruments of a Collateral Asset Sale or an Event of Loss payment relating to the Collateral)Collateral or any part thereof, and Company hereby waives notice of presentment, protest and non-payment of any instrument so endorsed, (iiiB) freely operate to demand, collect, receive payment of, give receipt for, extend the Collateraltime of payment of and give discharges and releases of all or any of the Collateral and/or release the obligor thereon, (C) to replace machinery commence and equipment prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to sell collect or otherwise dispose realize on all or any of inventory and other the Collateral (including, with respect or to cash constituting Collateral by virtue of being proceeds under a Collateral Document (other than the Net Cash Proceeds from a Collateral Asset Sale or an Event of Loss) to pay dividends or make investments or loans), and (iv) collect, invest and dispose of enforce any income rights in respect of any Collateral, (D) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to or pertaining to all or any of the Collateral, and (H) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Secured Party was the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Secured Party to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Secured Party or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in each case respect thereof or any property covered thereby, and no action taken by the Secured Party or omitted to be taken with respect to the Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of Company or to any claim or action against the Secured Party in the ordinary course absence of businessthe gross negligence or willful misconduct of the Secured Party; and provided further that, the Agent shall at all times act reasonably and in good faith. It is understood and agreed that the appointment of the Agent as the agent of the Company for the purposes set forth above in this Section 5(f) is coupled with an interest and is irrevocable. The provisions of this Section 5(f) shall in no event relieve Company of any of its obligations hereunder with respect to the Collateral or any part thereof (other than obligations which are impaired as a result of actions taken by the Agent pursuant to this Section 5(f)) or impose any obligation on the Secured Party to proceed in any particular manner with respect to the Collateral or any part thereof, or in any way limit the exercise by the Secured Party of any other or further right which it may have on the date of this Agreement or hereafter, whether hereunder or by law or otherwise. Secured Party shall provide advance written notice to the Company at least ten days prior to taking any action hereunder; provided, however, that if in the Agent’s good faith determination such notice could not be provided within such time period, advance notice shall be provided as soon as practicable prior to the taking of such action.

Use and Disposition of Collateral. (a) None of the Grantors Debtors shall make or permit to be made an assignment, pledge or hypothecation of any the Collateral or Collateral Assets or shall grant any other Lien in respect of the Collateral or Collateral Assets or enter into any arrangement providing for a restriction on transfer of or option or claim with respect to any Collateral or Collateral AssetsCollateral, except that granted under the Collateral Documents and as expressly permitted by each of the Secured Creditor DocumentsCredit Agreement. None of the Grantors Debtors shall make or permit to be made any transfer of the Collateral or Collateral Assets and each Grantor Debtor shall remain at all times in possession (which possession shall include (a) in the case of Investment Property, possession through one or more Securities Intermediaries and (b) in the case of Inventory located on the premises of any property leased and used by the Borrower or any Subsidiary in the ordinary course of business, storage of Inventory on such property in the ordinary course of business) of the Collateral or Collateral Assets owned by it, except that (xa) inventory Inventory may be sold, kept in transit or in another location for repairs, in each case sold in the ordinary course of business and (yb) subject to the terms unless and conditions of the Secured Creditor Documents and until the Collateral Documents, and unless a Collateral Agent shall notify the Debtors that an Event of Default has shall have occurred and is be continuing and that during the Collateral and Intercreditor Agent has given notice or taken action in accordance with continuance thereof the terms of this Agreement and the other Collateral DocumentsDebtors shall not sell, each Grantor may (i) receive all cash dividendsconvey, interest and other payments made upon or in respect of the Pledged Stock (if any) and exercise any voting and other rights in respect thereof (other than as contemplated by the Mexican Stock Pledgeslease, if and when executed)assign, (ii) generally remain in possession of and retain exclusive control over the Collateral (other than any amounts that are the proceeds of a Collateral Asset Sale or an Event of Loss relating to the Collateral), (iii) freely operate the Collateral, to replace machinery and equipment and to sell transfer or otherwise dispose of inventory and other any Collateral (including, with respect to cash constituting Collateral which notice may be given by virtue of being proceeds under a Collateral Document (other than the Net Cash Proceeds from a Collateral Asset Sale or an Event of Loss) to pay dividends or make investments or loanstelephone if promptly confirmed in writing), and (iv) collect, invest the Debtors may use and dispose of the Collateral in any income lawful manner not inconsistent with the provisions of this Security Agreement, the Credit Agreement or any other Loan Document. Without limiting the generality of the foregoing, unless otherwise agreed by the Collateral Agent, each Debtor agrees that it shall not permit any Inventory to be in respect the possession or control of any Collateralwarehouseman, in each case in bailee, agent or processor at any time unless such warehouseman, bailee, agent or processor shall have been notified of the ordinary course Security Interest and shall have been instructed by the applicable Debtors to hold the Inventory subject to the Security Interest and the instructions of businessthe Collateral Agent.

Use and Disposition of Collateral. (a) None of the Grantors Borrower shall not make or permit to be made an any assignment, pledge or hypothecation of any the Collateral other than Permitted Liens or Collateral Assets as permitted by Section 5(a) above, or shall grant any other Lien security interest in respect of the Collateral or Collateral Assets or enter into any arrangement providing except for a restriction on transfer of or option or claim with respect to any Collateral or Collateral Assets, except that granted under the Collateral Documents Security Interest and as expressly permitted by each of the Secured Creditor DocumentsPermitted Liens. None of the Grantors Borrower shall not make or permit to be made any transfer of any Collateral, except in the Collateral ordinary course of business or Collateral Assets as permitted by Section 5(a) above, and each Grantor Borrower shall remain at all times in possession of the Collateral or Collateral Assets owned by itit other than transfers to the Secured Party pursuant to the provisions hereof and as otherwise provided in this Agreement. The Secured Party shall have the right, except that (x) inventory may be soldas the true and lawful agent of the Borrower, kept in transit or in another location with power of substitution for repairs, in each case the Borrower and in the ordinary course of business Borrower’s name, the Secured Party’s name or otherwise, for the use and (y) subject to the terms and conditions benefit of the Secured Creditor Documents Party and solely to effect the Collateral Documents, and unless a Collateral Event of Default has occurred and is continuing and the Collateral and Intercreditor Agent has given notice or taken action in accordance with the terms purposes of this Agreement and the other Collateral DocumentsAgreement, each Grantor may (i) receive all cash dividendsto endorse the Borrower’s name upon any notes, interest and acceptances, checks, drafts, money orders or other payments made upon or in evidences of payment with respect of to the Pledged Stock (if any) and exercise any voting and other rights in respect thereof (other than as contemplated by the Mexican Stock Pledges, if and when executed)Collateral that may come into its possession, (ii) generally remain in possession to sign the name of and retain exclusive control over the Borrower on any invoice relating to any of the Collateral and (iii) upon the occurrence and during the continuance of an event of default under this Agreement or under the Note, (A) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other than any amounts that are the proceeds evidences or instruments of a Collateral Asset Sale or an Event of Loss payment relating to the Collateral)Collateral or any part thereof, and Borrower hereby waives notice of presentment, protest and non-payment of any instrument so endorsed, (iiiB) freely operate to demand, collect, receive payment of, give receipt for, extend the Collateraltime of payment of and give discharges and releases of all or any of the Collateral and/or release the obligor thereon, (C) to replace machinery commence and equipment prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to sell collect or otherwise dispose realize on all or any of inventory and other the Collateral (including, with respect or to cash constituting Collateral by virtue of being proceeds under a Collateral Document (other than the Net Cash Proceeds from a Collateral Asset Sale or an Event of Loss) to pay dividends or make investments or loans), and (iv) collect, invest and dispose of enforce any income rights in respect of any Collateral, (D) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to or pertaining to all or any of the Collateral and (E) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Secured Party were the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Secured Party to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Secured Party or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in each case respect thereof or any property covered thereby, and no action taken by the Secured Party or omitted to be taken with respect to the Collateral or any part thereof shall give rise to any defense, counterclaim or offset in favor of Borrower or to any claim or action against the Secured Party in the ordinary course absence of businessthe gross negligence or willful misconduct of the Secured Party; and provided further that, the Secured Party shall at all times act reasonably and in good faith. It is understood and agreed that the appointment of the Secured Party as the agent of the Borrower for the purposes set forth above in this Section 5(f) is coupled with an interest and is irrevocable. The provisions of this Section 5(f) shall in no event relieve Borrower of any of its obligations hereunder with respect to the Collateral or any part thereof (other than obligations which are impaired as a result of actions taken by the Secured Party pursuant to this Section 5(f)) or impose any obligation on the Secured Party to proceed in any particular manner with respect to the Collateral or any part thereof, or in any way limit the exercise by the Secured Party of any other or further right which it may have on the date of this Agreement or hereafter, whether hereunder or by law or otherwise. Anytime action is taken under this Section 5(f), prompt written notice of such action shall be provided to Borrower by the Secured Party.