Common use of Pledged Collateral Clause in Contracts

Pledged Collateral. (a) The Pledged Stock of all Subsidiaries pledged by such Grantor hereunder and all other Pledged Stock in excess of $500,000 individually or $1,000,000 in the aggregate (i) is, as of the Closing Date, listed on Schedule 5 and, as of the Closing Date, constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 5, (ii) has been duly authorized, validly issued and is fully paid and nonassessable (other than Pledged Stock in limited liability companies and partnerships), (iii) constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance with its terms and (iv) in the case of Pledged Certificated Stock, has been delivered to the Collateral Agent in accordance with Section 5.3(a) as of the Closing Date. (b) As of the Closing Date, all Pledged Collateral (other than Pledged Stock) in excess of $500,000 individually or $1,000,000 in the aggregate, all Pledged Debt Instruments required to be pledged hereunder pursuant to Section 8.1(e) or 8.3(e) of the Credit Agreement, and all Pledged Investment Property consisting of instruments and certificates in excess of $500,000 individually or $1,000,000 in the aggregate, in each case has been delivered to the Collateral Agent in accordance with Section 5.3(a). (c) Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent, at the direction of the Administrative Agent, shall be entitled to exercise all of the rights of the Grantor granting the security interest in any Pledged Stock, and a transferee or assignee of such Pledged Stock shall become a holder of such Pledged Stock to the same extent as such Grantor and be entitled to participate in the management of the issuer of such Pledged Stock and, upon the transfer of the entire interest of such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged Stock.

Pledged Collateral. (a) The Upon the occurrence and during the continuance of an Event of Default and with prior written notice to the Borrower, the Collateral Agent, on behalf of the Secured Parties, shall have the right (in its sole and absolute discretion) to hold the Pledged Stock Securities in its own name as pledgee, the name of its nominee (as pledgee or as sub-agent) or the name of the applicable Grantor, endorsed or assigned in blank or in favor of the Collateral Agent. Subject to the Term/Revolving Intercreditor Agreement and Section 4.06 with respect to the ABL Priority Collateral (as therein defined), upon the occurrence and during the continuance of an Event of Default and with prior written notice to the relevant Grantor, the Collateral Agent shall at all Subsidiaries pledged by times have the right to exchange the certificates representing any Pledged Securities for certificates of smaller or larger denominations for any purpose consistent with this Agreement. (b) Upon the occurrence and during the continuance of an Event of Default, all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor hereunder is authorized to receive pursuant to paragraph (c) of Section 3.05 shall cease, and all other Pledged Stock in excess of $500,000 individually or $1,000,000 such rights shall thereupon become vested in the aggregate (i) isCollateral Agent, as which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions. All dividends, interest, principal or other distributions received by any Grantor contrary to the provisions of Section 3.05 shall be held in trust for the benefit of the Closing DateCollateral Agent, listed on Schedule 5 and, as shall be segregated from other property or funds of the Closing Date, constitutes that percentage of the issued such Grantor and outstanding equity of all classes of each issuer thereof as set forth on Schedule 5, (ii) has been duly authorized, validly issued and is fully paid and nonassessable (other than Pledged Stock in limited liability companies and partnerships), (iii) constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance with its terms and (iv) in the case of Pledged Certificated Stock, has been shall be promptly delivered to the Collateral Agent upon written demand in accordance the same form as so received (with Section 5.3(a) as any necessary endorsement or instrument of assignment). Any and all money and other property paid over to or received by the Closing Date. Collateral Agent pursuant to the provisions of this paragraph (b) As of the Closing Date, all Pledged Collateral (other than Pledged Stock) in excess of $500,000 individually or $1,000,000 in the aggregate, all Pledged Debt Instruments required to shall be pledged hereunder pursuant to Section 8.1(e) or 8.3(e) of the Credit Agreement, and all Pledged Investment Property consisting of instruments and certificates in excess of $500,000 individually or $1,000,000 in the aggregate, in each case has been delivered to retained by the Collateral Agent in an account to be established by the Collateral Agent upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 5.3(a)4.03. After all Events of Default have been cured or waived, the Collateral Agent shall promptly repay to each applicable Grantor (without interest) all dividends, interest, principal or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (c) of Section 3.05 and that remain in such account. (c) Upon the occurrence and during the continuance of an Event of Default, all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a) of Section 3.05, and the obligations of the Collateral Agent under paragraph (b) of Section 3.05, shall cease, and all such rights shall thereupon become vested in the Collateral Agent, at which shall have the direction sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided, however, that unless otherwise directed by the Required Lenders and Required Noteholders, the Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default and the provision of the Administrative Agentnotice referred to above to permit the Grantors to exercise such rights. To the extent the notice referred to in the first sentence of this paragraph (c) has been given, after all Events of Default have been cured or waived, each Grantor shall have the exclusive right to exercise the voting and/or consensual rights and powers that such Grantor would otherwise be entitled to exercise all pursuant to the terms of paragraph (a) of Section 3.05, and the Collateral Agent shall again have the obligations under paragraph (b) of Section 3.05. (d) Notwithstanding anything to the contrary contained in this Section 4.01, if a Bankruptcy Default shall have occurred and be continuing, the Collateral Agent shall not be required to give any notice referred to in Section 3.05 or this Section 4.01 in order to exercise any of its rights described in said Sections, and the suspension of the rights of each of the Grantor granting Grantors under said Sections shall be automatic upon the security interest in any Pledged Stock, and a transferee or assignee occurrence of such Pledged Stock shall become a holder of such Pledged Stock to the same extent as such Grantor and be entitled to participate in the management of the issuer of such Pledged Stock and, upon the transfer of the entire interest of such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged StockBankruptcy Default.

Pledged Collateral. (a) The Pledged Stock Upon the occurrence and during the continuance of all Subsidiaries pledged by such Grantor hereunder an Event of Default and all other Pledged Stock in excess of $500,000 individually or $1,000,000 in with notice to the aggregate (i) isBorrower, as the Collateral Agent, on behalf of the Closing DateSecured Parties, listed on Schedule 5 andshall have the right (in its sole and absolute discretion) to hold the Pledged Securities in its own name as pledgee, the name of its nominee (as pledgee or as sub-agent) or the name of the Closing Dateapplicable Grantor, constitutes that percentage endorsed or assigned in blank or in favor of the issued Collateral Agent. Upon the occurrence and outstanding equity during the continuance of all classes an Event of each issuer thereof as set forth on Schedule 5Default and with notice to the relevant Grantor, (ii) has been duly authorized, validly issued and is fully paid and nonassessable (other than Pledged Stock in limited liability companies and partnerships), (iii) constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance with its terms and (iv) in the case of Pledged Certificated Stock, has been delivered to the Collateral Agent in accordance shall at all times have the right to exchange the certificates representing any Pledged Securities for certificates of smaller or larger denominations for any purpose consistent with Section 5.3(a) as of the Closing Datethis Agreement. (b) As of the Closing Date, all Pledged Collateral (other than Pledged Stock) in excess of $500,000 individually or $1,000,000 in the aggregate, all Pledged Debt Instruments required to be pledged hereunder pursuant to Section 8.1(e) or 8.3(e) of the Credit Agreement, and all Pledged Investment Property consisting of instruments and certificates in excess of $500,000 individually or $1,000,000 in the aggregate, in each case has been delivered to the Collateral Agent in accordance with Section 5.3(a). (c) Upon the occurrence and during the continuance of an Event of Default, after the Collateral Agent shall have notified the Grantors in writing of the suspension of their rights under paragraph (c) of Section 3.05, then all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive pursuant to paragraph (c) of Section 3.05 shall cease, and all such rights shall thereupon become vested in the Collateral Agent, at which shall have the direction sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions. All dividends, interest, principal or other distributions received by any Grantor contrary to the provisions hereof and of Section 3.05 shall be held in trust for the benefit of the Administrative Collateral Agent, shall be segregated from other property or funds of such Grantor and shall be forthwith delivered to the Collateral Agent upon demand in the same form as so received (with any necessary endorsement or instrument of assignment). Any and all money and other property paid over to or received by the Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Collateral Agent in an account established by the Collateral Agent upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 4.03. After all Events of Default have been cured or waived, the Collateral Agent shall promptly repay to each applicable Grantor (without interest) all dividends, interest, principal or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (c) of Section 3.05 and that remain in such account. (c) Subject to Section 6.15, upon the occurrence and during the continuance of an Event of Default and with notice to the Borrower, all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a) of Section 3.05, and the obligations of the Collateral Agent under paragraph (b) of Section 3.05, shall cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers and each Grantor shall, at its sole cost and expense, from time to time execute and deliver to the Collateral Agent appropriate instruments as the Collateral Agent may reasonably request in order to permit the Collateral Agent to exercise the voting and other rights which it may be entitled to exercise and to receive all distributions which it may be entitled to receive; provided, however, that, unless otherwise directed by the Majority Holders, the Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default and the provision of the notice referred to above to permit the Grantors to exercise such rights. To the extent the notice referred to in the first sentence of this paragraph (c) has been given, after all Events of Default have been cured or waived, each Grantor shall have the exclusive right to exercise the voting and/or consensual rights and powers that such Grantor would otherwise be entitled to exercise pursuant to the terms of paragraph (a) of Section 3.05, and the Collateral Agent shall again have the obligations under paragraph (b) of Section 3.05. (d) Notwithstanding anything to the contrary contained in this Section 4.01, if a Bankruptcy Default shall have occurred and be continuing, the Collateral Agent shall not be required to give any notice referred to in Section 3.05 or this Section 4.01 in order to exercise any of its rights described in said Sections, and the suspension of the rights of each of the Grantor granting Grantors under said Sections shall be automatic upon the security interest in any Pledged Stock, and a transferee or assignee occurrence of such Pledged Stock shall become a holder of such Pledged Stock to the same extent as such Grantor and be entitled to participate in the management of the issuer of such Pledged Stock and, upon the transfer of the entire interest of such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged StockBankruptcy Default.

Pledged Collateral. (a) The Pledged Stock Upon the occurrence and during the continuance of all Subsidiaries pledged by such Grantor hereunder an Event of Default and all other Pledged Stock in excess of $500,000 individually or $1,000,000 in with notice to the aggregate (i) isBorrower, as the Collateral Agent, on behalf of the Closing DateSecured Parties, listed on Schedule 5 andshall have the right (in its sole and absolute discretion) to hold the Pledged Securities in its own name as pledgee, the name of its nominee (as pledgee or as sub-agent) or the name of the Closing Dateapplicable Grantor, constitutes that percentage endorsed or assigned in blank or in favor of the issued Collateral Agent. Upon the occurrence and outstanding equity during the continuance of all classes an Event of each issuer thereof as set forth on Schedule 5Default and with notice to the relevant Grantor, (ii) has been duly authorized, validly issued and is fully paid and nonassessable (other than Pledged Stock in limited liability companies and partnerships), (iii) constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance with its terms and (iv) in the case of Pledged Certificated Stock, has been delivered to the Collateral Agent in accordance shall at all times have the right to exchange the certificates representing any Pledged Securities for certificates of smaller or larger denominations for any purpose consistent with Section 5.3(a) as of the Closing Datethis Agreement. (b) As of the Closing Date, all Pledged Collateral (other than Pledged Stock) in excess of $500,000 individually or $1,000,000 in the aggregate, all Pledged Debt Instruments required to be pledged hereunder pursuant to Section 8.1(e) or 8.3(e) of the Credit Agreement, and all Pledged Investment Property consisting of instruments and certificates in excess of $500,000 individually or $1,000,000 in the aggregate, in each case has been delivered to the Collateral Agent in accordance with Section 5.3(a). (c) Upon the occurrence and during the continuance of an Event of Default, after the Collateral Agent shall have notified the Grantors in writing of the suspension of their rights under paragraph (c) of Section 3.05, then all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive pursuant to paragraph (c) of Section 3.05 shall cease, and all such rights shall thereupon become vested in the Collateral Agent, at which shall have the direction sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions. All dividends, interest, principal or other distributions received by any Grantor contrary to the provisions hereof and of Section 3.05 shall be held in trust for the benefit of the Administrative Collateral Agent, shall be entitled to exercise all segregated from other property or funds of the rights of the Grantor granting the security interest in any Pledged Stock, and a transferee or assignee of such Pledged Stock shall become a holder of such Pledged Stock to the same extent as such Grantor and shall be entitled forthwith delivered to participate the Collateral Agent upon demand in the management same form as so received (with any necessary endorsement or instrument of assignment). Any and all money and other property paid over to or received by the issuer Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Collateral Agent in an account established by the Collateral Agent upon receipt of such Pledged Stock andmoney or other property and shall be applied in accordance with the provisions of Section 4.03. After all Events of Default have been cured or waived, upon the transfer of the entire interest of such GrantorCollateral Agent shall promptly repay to each applicable Grantor (without interest) all dividends, interest, principal or other distributions that such Grantor shall, by operation would otherwise be permitted to retain pursuant to the terms of law, cease to be a holder paragraph (c) of Section 3.05 and that remain in such Pledged Stockaccount.

Pledged Collateral. (a) The Upon the occurrence and during the continuance of an Event of Default and with prior written notice to the Parent Borrower, the Collateral Agent, on behalf of the Secured Parties, shall have the right (in its sole and absolute discretion) to hold the Pledged Stock Securities in its own name as pledgee, the name of its nominee (as pledgee or as sub-agent) or the name of the applicable Grantor, endorsed or assigned in blank or in favor of the Collateral Agent. Upon the occurrence and during the continuance of an Event of Default and with prior written notice to the relevant Grantor, the Collateral Agent shall at all Subsidiaries pledged by times have the right to exchange the certificates representing any Pledged Securities for certificates of smaller or larger denominations for any purpose consistent with this Agreement. (b) Upon the occurrence and during the continuance of an Event of Default, after the Collateral Agent shall have notified the Parent Borrower in writing of the suspension of their rights under paragraph (c) of Section 3.05, then all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor hereunder is authorized to receive pursuant to paragraph (c) of Section 3.05 shall cease, and all other Pledged Stock in excess of $500,000 individually or $1,000,000 such rights shall thereupon become vested in the aggregate (i) isCollateral Agent, as which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions. All dividends, interest, principal or other distributions received by any Grantor contrary to the provisions of Section 3.05 shall be held in trust for the benefit of the Closing DateCollateral Agent, listed on Schedule 5 and, as shall be segregated from other property or funds of the Closing Date, constitutes that percentage of the issued such Grantor and outstanding equity of all classes of each issuer thereof as set forth on Schedule 5, (ii) has been duly authorized, validly issued and is fully paid and nonassessable (other than Pledged Stock in limited liability companies and partnerships), (iii) constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance with its terms and (iv) in the case of Pledged Certificated Stock, has been shall be promptly delivered to the Collateral Agent upon written demand in accordance the same form as so received (with Section 5.3(a) as any necessary endorsement or instrument of assignment). Any and all money and other property paid over to or received by the Closing Date. Collateral Agent pursuant to the provisions of this paragraph (b) As of the Closing Date, all Pledged Collateral (other than Pledged Stock) in excess of $500,000 individually or $1,000,000 in the aggregate, all Pledged Debt Instruments required to shall be pledged hereunder pursuant to Section 8.1(e) or 8.3(e) of the Credit Agreement, and all Pledged Investment Property consisting of instruments and certificates in excess of $500,000 individually or $1,000,000 in the aggregate, in each case has been delivered to retained by the Collateral Agent in an account to be established by the Collateral Agent upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 5.3(a)4.03. After all Events of Default have been cured or waived, the Collateral Agent shall promptly repay to each applicable Grantor (without interest) all dividends, interest, principal or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (c) of Section 3.05 and that remain in such account. (c) Upon the occurrence and during the continuance of an Event of DefaultDefault and with prior written notice to the Parent Borrower, all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a) of Section 3.05, and the obligations of the Collateral Agent under paragraph (b) of Section 3.05, shall cease, and all such rights shall thereupon become vested in the Collateral Agent, at which shall have the direction sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided, however, that, unless otherwise directed by the Required Lenders, the Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default and the provision of the Administrative Agentnotice referred to above to permit the Grantors to exercise such rights. To the extent the notice referred to in the first sentence of this paragraph (c) has been given, after all Events of Default have been cured or waived, each Grantor shall have the exclusive right to exercise the voting and/or consensual rights and powers that such Grantor would otherwise be entitled to exercise all pursuant to the terms of paragraph (a) of Section 3.05, and the Collateral Agent shall again have the obligations under paragraph (b) of Section 3.05. (d) Notwithstanding anything to the contrary contained in this Section 4.01, if a Bankruptcy Default shall have occurred and be continuing, the Collateral Agent shall not be required to give any notice referred to in Section 3.05 or this Section 4.01 in order to exercise any of its rights described in said Sections, and the suspension of the rights of each of the Grantor granting Grantors under said Sections shall be automatic upon the security interest in any Pledged Stock, and a transferee or assignee occurrence of such Pledged Stock shall become a holder of such Pledged Stock to the same extent as such Grantor and be entitled to participate in the management of the issuer of such Pledged Stock and, upon the transfer of the entire interest of such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged StockBankruptcy Default.

Pledged Collateral. (a) The Upon the occurrence and during the continuance of an Event of Default and with notice to the Borrower, the Collateral Agent, on behalf of the Secured Parties, shall have the right (in its sole and absolute discretion), to hold the Pledged Stock Securities in its own name as pledgee, the name of its nominee (as pledgee or as sub-agent) or the name of the applicable Grantor, endorsed or assigned in blank or in favor of the Collateral Agent. Upon the occurrence and during the continuance of an Event of Default and with notice to the relevant Grantor, the Collateral Agent shall at all Subsidiaries pledged by times have the right to exchange the certificates representing any Pledged Securities for certificates of smaller or larger denominations for any purpose consistent with this Agreement. (b) Upon the occurrence and during the continuance of an Event of Default, after the Collateral Agent shall have notified the Borrower in writing of the suspension of their rights under Section 3.05(c), then all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor hereunder is authorized to receive pursuant to Section 3.05(c) shall cease, and all other Pledged Stock in excess of $500,000 individually or $1,000,000 such rights shall thereupon become vested in the aggregate (iCollateral Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions. All dividends, interest, principal or other distributions received by any Grantor contrary to the provisions of Section 3.05(c) is, as shall be held in trust for the benefit of the Closing DateCollateral Agent, listed on Schedule 5 and, as shall be segregated from other property or funds of the Closing Date, constitutes that percentage of the issued such Grantor and outstanding equity of all classes of each issuer thereof as set forth on Schedule 5, (ii) has been duly authorized, validly issued and is fully paid and nonassessable (other than Pledged Stock in limited liability companies and partnerships), (iii) constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance with its terms and (iv) in the case of Pledged Certificated Stock, has been shall be forthwith delivered to the Collateral Agent upon demand in accordance the same form as so received (with Section 5.3(a) as any necessary endorsement or instrument of assignment). Any and all money and other property paid over to or received by the Closing Date. Collateral Agent pursuant to the provisions of this paragraph (b) As of the Closing Date, all Pledged Collateral (other than Pledged Stock) in excess of $500,000 individually or $1,000,000 in the aggregate, all Pledged Debt Instruments required to shall be pledged hereunder pursuant to Section 8.1(e) or 8.3(e) of the Credit Agreement, and all Pledged Investment Property consisting of instruments and certificates in excess of $500,000 individually or $1,000,000 in the aggregate, in each case has been delivered to retained by the Collateral Agent in an account to be established by the Collateral Agent upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 5.3(a)4.03. After all Events of Default have been cured or waived, the Collateral Agent shall promptly repay to each applicable Grantor (without interest) all dividends, interest, principal or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of Section 3.05(c) and that remain in such account. (c) Upon the occurrence and during the continuance of an Event of DefaultDefault and with notice to the Borrower, all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to Section 3.05(a), and the obligations of the Collateral Agent under Section 3.05(b), shall cease, and all such rights shall thereupon become vested in the Collateral Agent, at which shall have the direction sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided, however, that, unless otherwise directed by the Required Lenders, the Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default and the provision of the Administrative Agentnotice referred to above to permit the Grantors to exercise such rights. To the extent the notice referred to in the first sentence of this paragraph (c) has been given, after all Events of Default have been cured or waived, each Grantor shall have the exclusive right to exercise the voting and/or consensual rights and powers that such Grantor would otherwise be entitled to exercise all pursuant to the terms of Section 3.05(a), and the Collateral Agent shall again have the obligations under Section 3.05(b). (d) Notwithstanding anything to the contrary contained in this Section 4.01, if a Bankruptcy Default shall have occurred and be continuing, the Collateral Agent shall not be required to give any notice referred to in Section 3.05 or this Section 4.01 in order to exercise any of its rights described in said Sections, and the suspension of the rights of each of the Grantor granting Grantors under said Sections shall be automatic upon the security interest in any Pledged Stock, and a transferee or assignee occurrence of such Pledged Stock shall become a holder of such Pledged Stock to the same extent as such Grantor and be entitled to participate in the management of the issuer of such Pledged Stock and, upon the transfer of the entire interest of such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged StockBankruptcy Default.

Pledged Collateral. (a) The Pledged Stock of all Subsidiaries pledged by such Grantor hereunder and all other Pledged Stock in excess of $500,000 individually or $1,000,000 in the aggregate (i) is, as of the Closing Date, listed on Schedule 5 and, as of the Closing Date, constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 5, (ii) All Pledged Equity has been duly authorized, authorized and validly issued (to the extent such concepts are relevant with respect to such Pledged Equity) by the issuer thereof and is fully paid and nonassessable non-assessable, (ii) each Grantor is the direct owner, beneficially and of record, of the Pledged Equity described in Schedule 3 as held by such Grantor and (iii) each Grantor holds the Pledged Equity described in Schedule 3 as held by such Grantor free and clear of all Liens (other than Permitted Liens). None of such Pledged Stock Equity is subject to any option, right of first refusal, shareholders agreement, charter or by-law provisions or contractual restrictions of any nature that might prohibit, impair, delay or otherwise affect in limited liability companies any manner material and partnerships), (iii) constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance with its terms and (iv) in the case of Pledged Certificated Stock, has been delivered adverse to the Collateral Secured Parties the pledge of such Pledged Equity hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Administrative Agent in accordance with Section 5.3(a) as of rights and remedies hereunder. When each Grantor delivers the Closing Date. (b) As of the Closing Date, all Pledged Collateral (other than Pledged Stock) in excess of $500,000 individually or $1,000,000 in the aggregate, all Pledged Debt Instruments required owned by it to be pledged hereunder pursuant to Section 8.1(e) or 8.3(e) of the Credit Agreement, and all Pledged Investment Property consisting of instruments and certificates in excess of $500,000 individually or $1,000,000 in the aggregate, in each case has been delivered to the Collateral Agent in accordance with Section 5.3(a). (c) Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent, at the direction of the Administrative Agent, shall (i) the Lien on such Pledged Collateral will be entitled perfected, subject to exercise all of the no prior Liens or rights of others, (ii) the Grantor granting the security interest in any Pledged Stock, and a transferee or assignee Administrative Agent will have control of such Pledged Stock shall become Collateral and (iii) the Administrative Agent will be a holder protected purchaser (within the meaning of such UCC Section 8-303) thereof. All certificated Pledged Stock Collateral has been or will be delivered to the same extent as such Grantor and be entitled to participate Administrative Agent in the management of the issuer of such Pledged Stock and, upon the transfer of the entire interest of such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged Stockaccordance herewith.

Pledged Collateral. (a) The Upon the occurrence and during the continuance of an Event of Default and with prior written notice to the Borrower, the Collateral Agent, on behalf of the Secured Parties, shall have the right (in its sole and absolute discretion) to hold the Pledged Stock Securities in its own name as pledgee, the name of its nominee (as pledgee or as sub-agent) or the name of the applicable Grantor, endorsed or assigned in blank or in favor of the Collateral Agent. Subject to the Intercreditor Agreement with respect to the ABL Priority Collateral (as therein defined), upon the occurrence and during the continuance of an Event of Default and with prior written notice to the relevant Grantor, the Collateral Agent shall at all Subsidiaries pledged by times have the right to exchange the certificates representing any Pledged Securities for certificates of smaller or larger denominations for any purpose consistent with this Agreement. (b) Upon the occurrence and during the continuance of an Event of Default, all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor hereunder is authorized to receive pursuant to paragraph (c) of Section 3.05 shall cease, and all other Pledged Stock in excess of $500,000 individually or $1,000,000 such rights shall thereupon become vested in the aggregate (iCollateral Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions. All dividends, interest, principal or other distributions received by any Grantor contrary to the provisions of Section 3.05 or this Section 4.01(b) is, as shall be held in trust for the benefit of the Closing DateCollateral Agent, listed on Schedule 5 and, as shall be segregated from other property or funds of the Closing Date, constitutes that percentage of the issued such Grantor and outstanding equity of all classes of each issuer thereof as set forth on Schedule 5, (ii) has been duly authorized, validly issued and is fully paid and nonassessable (other than Pledged Stock in limited liability companies and partnerships), (iii) constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance with its terms and (iv) in the case of Pledged Certificated Stock, has been shall be promptly delivered to the Collateral Agent upon written demand in accordance the same form as so received (with Section 5.3(a) as any necessary endorsement or instrument of assignment). Any and all money and other property paid over to or received by the Closing Date. Collateral Agent pursuant to the provisions of this paragraph (b) As of the Closing Date, all Pledged Collateral (other than Pledged Stock) in excess of $500,000 individually or $1,000,000 in the aggregate, all Pledged Debt Instruments required to shall be pledged hereunder pursuant to Section 8.1(e) or 8.3(e) of the Credit Agreement, and all Pledged Investment Property consisting of instruments and certificates in excess of $500,000 individually or $1,000,000 in the aggregate, in each case has been delivered to retained by the Collateral Agent in an account to be established by the Collateral Agent upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 5.3(a)4.03. After all Events of Default have been cured or waived, the Collateral Agent shall promptly repay to each applicable Grantor (without interest) all dividends, interest, principal or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (c) of Section 3.05 and that remain in such account. (c) Upon the occurrence and during the continuance of an Event of Default, all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a) of Section 3.05, and the obligations of the Collateral Agent under paragraph (b) of Section 3.05, shall cease, and all such rights shall thereupon become vested in the Collateral Agent, at which shall have the direction sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided, however, that unless otherwise directed by the Required Lenders, the Collateral Agent shall have the right, in its sole discretion, from time to time following and during the continuance of an Event of Default and the provision of the Administrative Agentnotice referred to above to permit the Grantors to exercise such rights. To the extent the notice referred to in the first sentence of this paragraph (c) has been given, after all Events of Default have been cured or waived, each Grantor shall have the exclusive right to exercise the voting and/or consensual rights and powers that such Grantor would otherwise be entitled to exercise all pursuant to the terms of the rights paragraph (a) of the Grantor granting the security interest in any Pledged StockSection 3.05, and a transferee or assignee the Collateral Agent shall again have the obligations under paragraph (b) of such Pledged Stock shall become a holder of such Pledged Stock to the same extent as such Grantor and be entitled to participate in the management of the issuer of such Pledged Stock and, upon the transfer of the entire interest of such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged StockSection 3.05.

Pledged Collateral. (a) The Pledged Stock Upon the occurrence and during the continuance of all Subsidiaries pledged by such Grantor hereunder an Event of Default and all other Pledged Stock in excess of $500,000 individually or $1,000,000 in with notice to the aggregate (i) isUS Borrower, as the First-Lien Collateral Agent, on behalf of the Closing Date, listed on Schedule 5 Secured Parties (and, as to the extent provided in Section 6.01, for the equal and ratable benefit of the Closing DateExisting Senior Note Holders), constitutes that percentage shall have the right (in its sole and absolute discretion) to hold the Pledged Securities in its own name as pledgee, the name of its nominee (as pledgee or as sub-agent) or the name of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 5applicable Grantor, (ii) has been duly authorized, validly issued and is fully paid and nonassessable (other than Pledged Stock endorsed or assigned in limited liability companies and partnerships), (iii) constitutes the legal, valid and binding obligation blank or in favor of the obligor First-Lien Collateral Agent. Upon the occurrence and during the continuance of an Event of Default and with respect thereto, enforceable in accordance with its terms and (iv) in the case of Pledged Certificated Stock, has been delivered notice to the relevant Grantor, the First-Lien Collateral Agent in accordance shall at all times have the right to exchange the certificates representing any Pledged Securities for certificates of smaller or larger denominations for any purpose consistent with Section 5.3(a) as of the Closing Datethis Agreement. (b) As Upon the occurrence and during the continuance of an Event of Default, after the First-Lien Collateral Agent shall have notified the US Borrower in writing of the Closing Datesuspension of their rights under paragraph (c) of Section 3.05, then all Pledged Collateral (rights of any Grantor to dividends, interest, principal or other than Pledged Stock) in excess of $500,000 individually or $1,000,000 in the aggregate, all Pledged Debt Instruments required distributions that such Grantor is authorized to be pledged hereunder receive pursuant to Section 8.1(e) or 8.3(eparagraph (c) of the Credit AgreementSection 3.05 shall cease, and all Pledged Investment Property consisting of instruments and certificates in excess of $500,000 individually or $1,000,000 such rights shall thereupon become vested in the aggregateFirst-Lien Collateral Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions. All dividends, interest, principal or other distributions received by any Grantor contrary to the provisions of Section 3.05 shall be held in each case has been trust for the benefit of the First-Lien Collateral Agent, shall be segregated from other property or funds of such Grantor and shall be forthwith delivered to the First-Lien Collateral Agent upon demand in the same form as so received (with any necessary endorsement or instrument of assignment). Any and all money and other property paid over to or received by the First-Lien Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the First-Lien Collateral Agent in an account to be established by the First-Lien Collateral Agent upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 5.3(a)4.03. After all Events of Default have been cured or waived, the First-Lien Collateral Agent shall promptly repay to each applicable Grantor (without interest) all dividends, interest, principal or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (c) of Section 3.05 and that remain in such account. (c) Upon the occurrence and during the continuance of an Event of DefaultDefault and with notice to the US Borrower, all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a) of Section 3.05, and the obligations of the First-Lien Collateral Agent under paragraph (b) of Section 3.05, shall cease, and all such rights shall thereupon become vested in the First-Lien Collateral Agent, at which shall have the direction sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided, however, that, unless otherwise directed by the Required First-Lien Lenders, the First-Lien Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default and the provision of the Administrative Agentnotice referred to above to permit the Grantors to exercise such rights. To the extent the notice referred to in the first sentence of this paragraph (c) has been given, after all Events of Default have been cured or waived, each Grantor shall have the exclusive right to exercise the voting and/or consensual rights and powers that such Grantor would otherwise be entitled to exercise all pursuant to the terms of paragraph (a) of Section 3.05, and the First-Lien Collateral Agent shall again have the obligations under paragraph (b) of Section 3.05. (d) Notwithstanding anything to the contrary contained in this Section 4.01, if a Bankruptcy Default shall have occurred and be continuing, the First-Lien Collateral Agent shall not be required to give any notice referred to in Section 3.05 or this Section 4.01 in order to exercise any of its rights described in said Sections, and the suspension of the rights of each of the Grantor granting Grantors under said Sections shall be automatic upon the security interest in any Pledged Stock, and a transferee or assignee occurrence of such Pledged Stock shall become a holder of such Pledged Stock to the same extent as such Grantor and be entitled to participate in the management of the issuer of such Pledged Stock and, upon the transfer of the entire interest of such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged StockBankruptcy Default.

Pledged Collateral. (a) The Upon the occurrence and during the continuance of an Event of Default and with notice to the Company, the Collateral Agent, on behalf of the Additional First-Lien Secured Parties, shall have the right (in its sole and absolute discretion) to hold the Pledged Stock Securities in its own name as pledgee, the name of its nominee (as pledgee or as sub-agent) or the name of the applicable Grantor, endorsed or assigned in blank or in favor of the Collateral Agent. Upon the occurrence and during the continuance of an Event of Default and with notice to the relevant Grantor, the Collateral Agent shall at all Subsidiaries pledged by times have the right to exchange the certificates representing any Pledged Securities for certificates of smaller or larger denominations for any purpose consistent with this Agreement. (b) Upon the occurrence and during the continuance of an Event of Default, after the Collateral Agent shall have notified the Company in writing of the suspension of their rights under paragraph (c) of Section 3.05, then all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor hereunder is authorized to receive pursuant to paragraph (c) of Section 3.05 shall cease, and all other Pledged Stock in excess of $500,000 individually or $1,000,000 such rights shall thereupon become vested in the aggregate (i) isCollateral Agent, as which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions. All dividends, interest, principal or other distributions received by any Grantor contrary to the provisions of Section 3.05 shall be held in trust for the benefit of the Closing DateCollateral Agent, listed on Schedule 5 and, as shall be segregated from other property or funds of the Closing Date, constitutes that percentage of the issued such Grantor and outstanding equity of all classes of each issuer thereof as set forth on Schedule 5, (ii) has been duly authorized, validly issued and is fully paid and nonassessable (other than Pledged Stock in limited liability companies and partnerships), (iii) constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance with its terms and (iv) in the case of Pledged Certificated Stock, has been shall be forthwith delivered to the Collateral Agent upon demand in accordance the same form as so received (with Section 5.3(a) as any necessary endorsement or instrument of assignment). Any and all money and other property paid over to or received by the Closing Date. Collateral Agent pursuant to the provisions of this paragraph (b) As of the Closing Date, all Pledged Collateral (other than Pledged Stock) in excess of $500,000 individually or $1,000,000 in the aggregate, all Pledged Debt Instruments required to shall be pledged hereunder pursuant to Section 8.1(e) or 8.3(e) of the Credit Agreement, and all Pledged Investment Property consisting of instruments and certificates in excess of $500,000 individually or $1,000,000 in the aggregate, in each case has been delivered to retained by the Collateral Agent in an account to be established by the Collateral Agent upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 5.3(a)4.03. After all Events of Default have been cured or waived, the Collateral Agent shall promptly repay to each applicable Grantor (without interest) all dividends, interest, principal or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (c) of Section 3.05 and that remain in such account. (c) Upon the occurrence and during the continuance of an Event of DefaultDefault and with notice to the Company, all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a) of Section 3.05, and the obligations of the Collateral Agent under paragraph (b) of Section 3.05, shall cease, and all such rights shall thereupon become vested in the Collateral Agent, at which shall have the direction sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided, however, that, unless otherwise directed by the Applicable Authorized Representative, the Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default and the provision of the Administrative Agentnotice referred to above to permit the Grantors to exercise such rights. To the extent the notice referred to in the first sentence of this paragraph (c) has been given, after all Events of Default have been cured or waived, each Grantor shall have the exclusive right to exercise the voting and/or consensual rights and powers that such Grantor would otherwise be entitled to exercise all pursuant to the terms of paragraph (a) of Section 3.05, and the Collateral Agent shall again have the obligations under paragraph (b) of Section 3.05. (d) Notwithstanding anything to the contrary contained in this Section 4.01, if a Bankruptcy Default shall have occurred and be continuing, the Collateral Agent shall not be required to give any notice referred to in Section 3.05 or this Section 4.01 in order to exercise any of its rights described in said Sections, and the suspension of the rights of each of the Grantor granting Grantors under said Sections shall be automatic upon the security interest in any Pledged Stock, and a transferee or assignee occurrence of such Pledged Stock shall become a holder of such Pledged Stock to the same extent as such Grantor and be entitled to participate in the management of the issuer of such Pledged Stock and, upon the transfer of the entire interest of such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged StockBankruptcy Default.

Pledged Collateral. (a) The Pledged Stock Upon the occurrence and during the continuance of all Subsidiaries pledged by such Grantor hereunder an Event of Default and all other Pledged Stock in excess of $500,000 individually or $1,000,000 in with prior written notice to the aggregate (i) isU.S. Borrower, as the U.S. Collateral Agents, on behalf of the Closing DateU.S. Secured Parties, listed on Schedule 5 andshall have the right (in their sole and absolute discretion) to hold the Pledged Securities in their own names as pledgees, the name of their nominee (as pledgee or as sub-agent) or the name of the Closing Dateapplicable Grantor, constitutes that percentage endorsed or assigned in blank or in favor of the issued U.S. Collateral Agents. Upon the occurrence and outstanding equity during the continuance of all classes an Event of each issuer thereof as set forth on Schedule 5, (ii) has been duly authorized, validly issued Default and is fully paid and nonassessable (other than Pledged Stock in limited liability companies and partnerships), (iii) constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance with its terms and (iv) in the case of Pledged Certificated Stock, has been delivered prior notice to the relevant Grantor, the U.S. Collateral Agent in accordance Agents shall at all times have the right to exchange the certificates representing any Pledged Securities for certificates of smaller or larger denominations for any purpose consistent with Section 5.3(a) as of the Closing Datethis Agreement. (b) As Upon the occurrence and during the continuance of the Closing Datean Event of Default, all Pledged Collateral rights of any Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive pursuant to paragraph (other than Pledged Stockc) in excess of $500,000 individually or $1,000,000 Section 3.05 shall cease, all such rights shall thereupon become vested in the aggregateU.S. Collateral Agents, all Pledged Debt Instruments required which shall have the sole and exclusive right and authority to be pledged hereunder pursuant to Section 8.1(e) receive and retain such dividends, interest, principal or 8.3(e) of the Credit Agreementother distributions, and all Pledged Investment dividends, interest, principal or other distributions received by any Grantor contrary to the provisions of Section 3.05 shall be held in trust for the benefit of the U.S. Collateral Agents, shall be segregated from other Property consisting or funds of instruments such Grantor and certificates in excess of $500,000 individually or $1,000,000 in the aggregate, in each case has been shall be promptly delivered to the U.S. Collateral Agent Agents upon demand in the same form as so received (with any necessary endorsement or instrument of assignment). Any and all money and other Property paid over to or received by the U.S. Collateral Agents pursuant to the provisions of this paragraph (b) shall be retained by the U.S. Collateral Agents in an account to be established by the U.S. Collateral Agents upon receipt of such money or other Property and shall be applied in accordance with the provisions of Section 5.3(a)4.03. After all Events of Default have been cured or waived, the U.S. Collateral Agents shall promptly repay to each applicable Grantor (without interest) all dividends, interest, principal or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (c) of Section 3.05 and that remain in such account. (c) Upon the occurrence and during the continuance of an Event of Default, all rights of any Grantor to exercise the Collateral Agentvoting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a) of Section 3.05, at and the direction obligations of the Administrative AgentU.S. Collateral Agents under paragraph (b) of Section 3.05, shall cease, and all such rights shall thereupon become vested in the U.S. Collateral Agents, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided, however, that unless otherwise directed by the Required Lenders, the U.S. Collateral Agents shall have the right from time to time following and during the continuance of an Event of Default and the provision of the notice referred to above to permit the Grantors to exercise such rights. To the extent the notice referred to in the first sentence of this paragraph (c) has been given, after all Events of Default have been cured or waived, each Grantor shall have the exclusive right to exercise the voting or consensual rights and powers that such Grantor would otherwise be entitled to exercise all pursuant to the terms of paragraph (a) of Section 3.05, and the U.S. Collateral Agents shall again have the obligations under paragraph (b) of Section 3.05. (d) Notwithstanding anything to the contrary contained in this Section 4.01, if a Bankruptcy Default shall have occurred and be continuing, the U.S. Collateral Agents shall not be required to give any notice referred to in Section 3.05 or this Section 4.01 in order to exercise any of their rights described in said Sections, and the suspension of the rights of each of the Grantor granting Grantors under said Sections shall be automatic upon the security interest in any Pledged Stock, and a transferee or assignee occurrence of such Pledged Stock shall become a holder of such Pledged Stock to the same extent as such Grantor and be entitled to participate in the management of the issuer of such Pledged Stock and, upon the transfer of the entire interest of such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged StockBankruptcy Default.

Pledged Collateral. (a) The Upon the occurrence and during the continuance of an Event of Default and with three (3) Business Days’ prior written notice to the Parent Borrower, the Collateral Agent, on behalf of the Secured Parties, shall have the right (in its sole and absolute discretion) to hold the Pledged Stock Securities in its own name as pledgee, the name of its nominee (as pledgee or as sub-agent) or the name of the applicable Grantor, endorsed or assigned in blank or in favor of the Collateral Agent. Upon the occurrence and during the continuance of an Event of Default and with three (3) Business Days’ prior written notice to the relevant Grantor, the Collateral Agent shall at all Subsidiaries pledged by times have the right to exchange the certificates representing any Pledged Securities for certificates of smaller or larger denominations for any purpose consistent with this Agreement. (b) Upon the occurrence and during the continuance of an Event of Default, after the Collateral Agent shall have given the Parent Borrower three (3) Business Days’ prior written notice of the suspension of their rights under paragraph (c) of Section 3.05, then all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor hereunder is authorized to receive pursuant to paragraph (c) of Section 3.05 shall cease, and all other Pledged Stock in excess of $500,000 individually or $1,000,000 such rights shall thereupon become vested in the aggregate (i) isCollateral Agent, as which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions. All dividends, interest, principal or other distributions received by any Grantor contrary to the provisions of Section 3.05 shall be held for the benefit of the Closing DateCollateral Agent, listed on Schedule 5 and, as shall be segregated from other property or funds of the Closing Date, constitutes that percentage of the issued such Grantor and outstanding equity of all classes of each issuer thereof as set forth on Schedule 5, (ii) has been duly authorized, validly issued and is fully paid and nonassessable (other than Pledged Stock in limited liability companies and partnerships), (iii) constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance with its terms and (iv) in the case of Pledged Certificated Stock, has been shall be promptly delivered to the Collateral Agent upon written demand in accordance substantially the same form as so received (with Section 5.3(a) as any necessary endorsement or instrument of assignment). Any and all money and other property paid over to or received by the Closing Date. Collateral Agent pursuant to the provisions of this paragraph (b) As of the Closing Date, all Pledged Collateral (other than Pledged Stock) in excess of $500,000 individually or $1,000,000 in the aggregate, all Pledged Debt Instruments required to shall be pledged hereunder pursuant to Section 8.1(e) or 8.3(e) of the Credit Agreement, and all Pledged Investment Property consisting of instruments and certificates in excess of $500,000 individually or $1,000,000 in the aggregate, in each case has been delivered to retained by the Collateral Agent in an account to be established by the Collateral Agent upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 5.3(a)4.03. After all Events of Default have been cured or waived, the Collateral Agent shall promptly repay to each applicable Grantor (without interest) all dividends, interest, principal or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (c) of Section 3.05 and that remain in such account. (c) Upon the occurrence and during the continuance of an Event of DefaultDefault and with three (3) Business Days’ prior written notice to the Parent Borrower, all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a) of Section 3.05, and the obligations of the Collateral Agent under paragraph (b) of Section 3.05, shall cease, and all such rights shall thereupon become vested in the Collateral Agent, at which shall have the direction sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided, however, that, unless otherwise directed by the Required Lenders, the Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default and the provision of the Administrative Agentnotice referred to above to permit the Grantors to exercise such rights. To the extent the notice referred to in the first sentence of this paragraph (c) has been given, after all Events of Default have been cured or waived, each Grantor shall have the exclusive right to exercise the voting and/or consensual rights and powers that such Grantor would otherwise be entitled to exercise all pursuant to the terms of paragraph (a) of Section 3.05, and the Collateral Agent shall again have the obligations under paragraph (b) of Section 3.05. (d) Notwithstanding anything to the contrary contained in this Section 4.01, if a Bankruptcy Default shall have occurred and be continuing, the Collateral Agent shall not be required to give any notice referred to in Section 3.05 or this Section 4.01 in order to exercise any of its rights described in said Sections, and the suspension of the rights of each of the Grantor granting Grantors under said Sections shall be automatic upon the security interest in any Pledged Stock, and a transferee or assignee occurrence of such Pledged Stock shall become a holder of such Pledged Stock to the same extent as such Grantor and be entitled to participate in the management of the issuer of such Pledged Stock and, upon the transfer of the entire interest of such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged StockBankruptcy Default.

Pledged Collateral. (a) The Pledged Stock Upon the occurrence and during the continuance of all Subsidiaries pledged by such Grantor hereunder an Event of Default and all other Pledged Stock in excess of $500,000 individually or $1,000,000 in with prior written notice to the aggregate (i) isInternational Borrower, as the International Collateral Agent, on behalf of the Closing DateInternational Secured Parties, listed on Schedule 5 andshall have the right (in their sole and absolute discretion) to hold the Pledged Securities in their own names as pledgees, the name of their nominee (as pledgee or as sub-agent) or the name of the Closing Dateapplicable Grantor, constitutes that percentage endorsed or assigned in blank or in favor of the issued International Collateral Agent. Upon the occurrence and outstanding equity during the continuance of all classes an Event of each issuer thereof as set forth on Schedule 5, (ii) has been duly authorized, validly issued Default and is fully paid and nonassessable (other than Pledged Stock in limited liability companies and partnerships), (iii) constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance with its terms and (iv) in the case of Pledged Certificated Stock, has been delivered prior notice to the relevant Grantor, the International Collateral Agent in accordance shall at all times have the right to exchange the certificates representing any Pledged Securities for certificates of smaller or larger denominations for any purpose consistent with Section 5.3(a) as of the Closing Datethis Agreement. (b) As Upon the occurrence and during the continuance of the Closing Datean Event of Default, all Pledged Collateral rights of any Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive pursuant to paragraph (other than Pledged Stockc) in excess of $500,000 individually or $1,000,000 Section 3.05 shall cease, all such rights shall thereupon become vested in the aggregateInternational Collateral Agent, all Pledged Debt Instruments required which shall have the sole and exclusive right and authority to be pledged hereunder pursuant to Section 8.1(e) receive and retain such dividends, interest, principal or 8.3(e) of the Credit Agreementother distributions, and all Pledged Investment dividends, interest, principal or other distributions received by any Grantor contrary to the provisions of Section 3.05 shall be held in trust for the benefit of the International Collateral Agent, shall be segregated from other Property consisting or funds of instruments such Grantor and certificates in excess of $500,000 individually or $1,000,000 in the aggregate, in each case has been shall be promptly delivered to the International Collateral Agent upon demand in the same form as so received (with any necessary endorsement or instrument of assignment). Any and all money and other Property paid over to or received by the International Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the International Collateral Agent in an account to be established by the International Collateral Agent upon receipt of such money or other Property and shall be applied in accordance with the provisions of Section 5.3(a)4.03. After all Events of Default have been cured or waived, the International Collateral Agent shall promptly repay to each applicable Grantor (without interest) all dividends, interest, principal or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (c) of Section 3.05 and that remain in such account. (c) Upon the occurrence and during the continuance of an Event of Default, all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a) of Section 3.05, and the obligations of the International Collateral Agent under paragraph (b) of Section 3.05, shall cease, and all such rights shall thereupon become vested in the International Collateral Agent, at which shall have the direction sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided, however, that unless otherwise directed by the Required Lenders, the International Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default and the provision of the Administrative Agentnotice referred to above to permit the Grantors to exercise such rights. To the extent the notice referred to in the first sentence of this paragraph (c) has been given, after all Events of Default have been cured or waived, each Grantor shall have the exclusive right to exercise the voting or consensual rights and powers that such Grantor would otherwise be entitled to exercise all pursuant to the terms of paragraph (a) of Section 3.05, and the International Collateral Agent shall again have the obligations under paragraph (b) of Section 3.05. (d) Notwithstanding anything to the contrary contained in this Section 4.01, if a Bankruptcy Default shall have occurred and be continuing, the International Collateral Agent shall not be required to give any notice referred to in Section 3.05 or this Section 4.01 in order to exercise any of their rights described in said Sections, and the suspension of the rights of each of the Grantor granting Grantors under said Sections shall be automatic upon the security interest in any Pledged Stock, and a transferee or assignee occurrence of such Pledged Stock shall become a holder of such Pledged Stock to the same extent as such Grantor and be entitled to participate in the management of the issuer of such Pledged Stock and, upon the transfer of the entire interest of such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged StockBankruptcy Default.

Pledged Collateral. (a) The Pledged Stock Upon the occurrence and during the continuance of an Event of Default, after the Collateral Agent shall have notified the Grantors of the suspension of their rights under paragraph (b)(iii) of Section 2.6 and subject to the terms of the Intercreditor Agreement, all Subsidiaries pledged by rights of any Grantor to dividends, interest, principal or other distributions that such Grantor hereunder is authorized to receive pursuant to paragraph (b)(iii) of Section 2.6, shall cease, and all other Pledged Stock in excess of $500,000 individually or $1,000,000 such rights shall thereupon become vested in the aggregate (i) isCollateral Agent, as which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions. All dividends, interest, principal or other distributions received by any Grantor contrary to the provisions of Section 2.6 or this Section 6.4 shall be held in trust for the benefit of the Closing DateCollateral Agent, listed on Schedule 5 and, as shall be segregated from other property or funds of the Closing Date, constitutes that percentage of the issued such Grantor and outstanding equity of all classes of each issuer thereof as set forth on Schedule 5, (ii) has been duly authorized, validly issued and is fully paid and nonassessable (other than Pledged Stock in limited liability companies and partnerships), (iii) constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance with its terms and (iv) in the case of Pledged Certificated Stock, has been shall be forthwith delivered to the Collateral Agent upon demand in the same form as so received (with any necessary endorsements, stock or note powers or other instruments of transfer). Any and all money and other property paid over to or received by the Collateral Agent pursuant to the provisions of this paragraph (a) shall be retained by the Collateral Agent in an account to be established by the Collateral Agent upon receipt of such money or other property shall be held as security for the payment [[NYCORP:3422500v12:3650: 08/12/2013--08:17 PM]] and performance of the Secured Obligations and shall be applied in accordance with the provisions of Section 5.3(a) as 6.1(b). After all Events of Default have been cured or waived and the Issuer has delivered to the Collateral Agent a certificate of a financial officer of the Closing DateIssuer to that effect, the Collateral Agent shall promptly repay to each Grantor (without interest) all dividends, interest, principal or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (b)(iii) of Section 2.6 and that remain in such account. (b) As Upon the occurrence and during the continuance of an Event of Default, after the Collateral Agent shall have notified the Grantors of the Closing Datesuspension of their rights under paragraph (b)(i) of Section 2.6 and subject to the terms of the Intercreditor Agreement, all Pledged Collateral (other than Pledged Stock) in excess rights of $500,000 individually or $1,000,000 in any Grantor to exercise the aggregate, all Pledged Debt Instruments required voting and consensual rights and powers it is entitled to be pledged hereunder exercise pursuant to Section 8.1(e) or 8.3(eparagraph (b)(i) of Section 2.6, and the Credit Agreementobligations of the Collateral Agent under paragraph (b)(ii) of Section 2.6, shall cease, and all Pledged Investment Property consisting of instruments and certificates in excess of $500,000 individually or $1,000,000 such rights shall thereupon become vested in the aggregateCollateral Agent, in each case has been delivered which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers, provided that the Collateral Agent in accordance with Section 5.3(a)shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. (c) Upon the occurrence and during the continuance of an Event of Default, the Collateral Agentupon not less than one (1) business day prior written notice, at the direction of the Administrative Agent, shall be entitled to exercise all of the rights of the Grantor granting the security interest in any Pledged Stock, and a transferee or assignee of such Pledged Stock shall become a holder of such Pledged Stock to the same extent as such Grantor and be entitled to participate in the management of the issuer of such Pledged Stock and, upon the transfer of the entire interest of such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged Stock. (d) Any notice given by the Collateral Agent to the Grantors suspending their rights under paragraph (b) of Section 2.6 (i) may be given by telephone if promptly confirmed in writing, (ii) may be given to one or more of the Grantors at the same or different times and (iii) may suspend the rights of the Grantors under paragraph (b)(i) or paragraph (b)(iii) of Section 2.6 in part without suspending all such rights (as specified by the Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Collateral Agent’s right to give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing.

Pledged Collateral. (a) The Upon the occurrence and during the continuance of an Event of Default and with prior written notice to the Borrower, the Collateral Agent, on behalf of the Secured Parties, shall have the right (in its sole and absolute discretion) to hold the Pledged Stock Securities in its own name as pledgee, the name of its nominee (as pledgee or as sub-agent) or the name of the applicable Grantor, endorsed or assigned in blank or in favor of the Collateral Agent. Subject to the Intercreditor Agreement and Section 4.06 with respect to the ABL Priority Collateral, upon the occurrence and during the continuance of an Event of Default and with prior written notice to the relevant Grantor, the Collateral Agent shall at all Subsidiaries pledged by times have the right to exchange the certificates representing any Pledged Securities for certificates of smaller or larger denominations for any purpose consistent with this Agreement. (b) Upon the occurrence and during the continuance of an Event of Default, all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor hereunder is authorized to receive pursuant to paragraph (c) of Section 3.05 shall cease, and all other Pledged Stock in excess of $500,000 individually or $1,000,000 such rights shall thereupon become vested in the aggregate (i) isCollateral Agent, as which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions. All dividends, interest, principal or other distributions received by any Grantor contrary to the provisions of Section 3.05 shall be held in trust for the benefit of the Closing DateCollateral Agent, listed on Schedule 5 and, as shall be segregated from other property or funds of the Closing Date, constitutes that percentage of the issued such Grantor and outstanding equity of all classes of each issuer thereof as set forth on Schedule 5, (ii) has been duly authorized, validly issued and is fully paid and nonassessable (other than Pledged Stock in limited liability companies and partnerships), (iii) constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance with its terms and (iv) in the case of Pledged Certificated Stock, has been shall be promptly delivered to the Collateral Agent upon written demand in accordance the same form as so received (with Section 5.3(a) as any necessary endorsement or instrument of assignment). Any and all money and other property paid over to or received by the Closing Date. Collateral Agent pursuant to the provisions of this paragraph (b) As of the Closing Date, all Pledged Collateral (other than Pledged Stock) in excess of $500,000 individually or $1,000,000 in the aggregate, all Pledged Debt Instruments required to shall be pledged hereunder pursuant to Section 8.1(e) or 8.3(e) of the Credit Agreement, and all Pledged Investment Property consisting of instruments and certificates in excess of $500,000 individually or $1,000,000 in the aggregate, in each case has been delivered to retained by the Collateral Agent in an account to be established by the Collateral Agent upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 5.3(a)4.03. After all Events of Default have been cured or waived, the Collateral Agent shall promptly repay to each applicable Grantor (without interest) all dividends, interest, principal or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (c) of Section 3.05 and that remain in such account. (c) Upon the occurrence and during the continuance of an Event of Default, all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a) of Section 3.05, and the obligations of the Collateral Agent under paragraph (b) of Section 3.05, shall cease, and all such rights shall thereupon become vested in the Collateral Agent, at which shall have the direction sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided, however, that, unless otherwise directed by the Required Lenders, the Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default and the provision of the Administrative Agentnotice referred to above to permit the Grantors to exercise such rights. To the extent the notice referred to in the first sentence of this paragraph (c) has been given, after all Events of Default have been cured or waived, each Grantor shall have the exclusive right to exercise the voting and/or consensual rights and powers that such Grantor would otherwise be entitled to exercise all pursuant to the terms of paragraph (a) of Section 3.05, and the Collateral Agent shall again have the obligations under paragraph (b) of Section 3.05. (d) Notwithstanding anything to the contrary contained in this Section 4.01, if a Bankruptcy Default shall have occurred and be continuing, the Collateral Agent shall not be required to give any notice referred to in Section 3.05 or this Section 4.01 in order to exercise any of its rights described in said Sections, and the suspension of the rights of each of the Grantor granting Grantors under said Sections shall be automatic upon the security interest in any Pledged Stock, and a transferee or assignee occurrence of such Pledged Stock shall become a holder of such Pledged Stock to the same extent as such Grantor and be entitled to participate in the management of the issuer of such Pledged Stock and, upon the transfer of the entire interest of such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged StockBankruptcy Default.

Pledged Collateral. (a) The Pledged Stock Upon the occurrence and during the continuance of all Subsidiaries pledged by such Grantor hereunder and all other Pledged Stock in excess an Event of $500,000 individually or $1,000,000 in Default, after the aggregate (i) is, as Collateral Agent shall have notified the Grantors of the Closing Date, listed on Schedule 5 and, as suspension of the Closing Date, constitutes that percentage their rights under paragraph (b)(iii) of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 5, (ii) has been duly authorized, validly issued and is fully paid and nonassessable (other than Pledged Stock in limited liability companies and partnerships), (iii) constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable Section 2.5 in accordance with its terms the provisions of such Section, all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive pursuant to paragraph (b)(iii) of Section 2.5, shall cease, and (iv) all such rights shall thereupon become vested in the case Collateral Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions. All dividends, interest, principal or other distributions received by any Grantor contrary to the provisions of Pledged Certificated StockSection 2.5 or this Section 6.4 shall be held in trust for the benefit of the Collateral Agent, has been shall be segregated from other property or funds of such Grantor and shall be forthwith delivered to the Collateral Agent upon demand in the same form as so received (with any necessary endorsements, stock or note powers or other instruments of transfer). Any and all money and other property paid over to or received by the Collateral Agent pursuant to the provisions of this paragraph (a) shall be retained by the Collateral Agent in an account to be established by the Collateral Agent upon receipt of such money or other property shall be held as security for the payment and performance of the Secured Obligations and shall be applied in accordance with the provisions of Section 5.3(a6.1(b). After all Events of Default have been cured or waived, the Collateral Agent shall promptly, upon written request, repay to each Grantor (without interest) as all dividends, interest, principal or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of the Closing Dateparagraph (b)(iii) of Section 2.5 and that remain in such account. (b) As Upon the occurrence and during the continuance of an Event of Default, after the Collateral Agent shall have notified the Grantors of the Closing Datesuspension of their rights under paragraph (b)(i) of Section 2.5 in accordance with the provisions of such Section, all Pledged Collateral (other than Pledged Stock) in excess rights of $500,000 individually or $1,000,000 in any Grantor to exercise the aggregate, all Pledged Debt Instruments required voting and consensual rights and powers it is entitled to be pledged hereunder exercise pursuant to Section 8.1(e) or 8.3(eparagraph (b)(i) of Section 2.5, and the Credit Agreementobligations of the Collateral Agent under paragraph (b)(ii) of Section 2.5, shall cease, and all Pledged Investment Property consisting of instruments and certificates in excess of $500,000 individually or $1,000,000 such rights shall thereupon become vested in the aggregateCollateral Agent, in each case has been delivered which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers, provided that the Collateral Agent in accordance with Section 5.3(a)shall have the right from time to time following and during the continuance of an Event of Default to permit the Grantors to exercise such rights. (c) Upon the occurrence and during the continuance of an Event of Default, the Collateral Agentupon not less than three (3) Business Day’s prior written notice, at the direction of the Administrative Agent, shall be entitled to exercise all of the rights of the Grantor granting the security interest in any Pledged Stock, and a transferee or assignee of such Pledged Stock shall become a holder of such Pledged Stock to the same extent as such Grantor and be entitled to participate in the management of the issuer of such Pledged Stock and, upon the transfer of the entire interest of such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged Stock. (d) Any notice given by the Collateral Agent to the Grantors suspending their rights under paragraph (b) of Section 2.5 (i) must be given in writing, (ii) may be given to one or more of the Grantors at the same or different times and (iii) may suspend the rights of the Grantors under paragraph (b)(i) or paragraph (b)(iii) of Section 2.5 in part without suspending all such rights (as specified by the Collateral Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Collateral Agent’s right to give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing.

Pledged Collateral. (a) The Pledged Stock Upon the occurrence and during the continuance of all Subsidiaries pledged by such Grantor hereunder an Event of Default and all other Pledged Stock in excess of $500,000 individually or $1,000,000 in with prior written notice to the aggregate (i) isBorrower, as the Administrative Agent, on behalf of the Closing DateSecured Parties, listed on Schedule 5 andshall have the right (in its sole and absolute discretion) to hold the Pledged Securities in its own name as pledgee, the name of its nominee (as pledgee or as sub-agent), the name of the Closing Dateapplicable Grantor or, constitutes that percentage to the extent required under the Intercreditor Agreement, the name of the issued and outstanding equity Term Loan Agent thereunder acting as the Administrative Agent’s agent or bailee for the purpose of all classes of each issuer thereof as set forth on Schedule 5perfection, (ii) has been duly authorized, validly issued and is fully paid and nonassessable (other than Pledged Stock endorsed or assigned in limited liability companies and partnerships), (iii) constitutes the legal, valid and binding obligation blank or in favor of the obligor with respect theretoAdministrative Agent (or, enforceable in accordance with its terms and (iv) in the case of Pledged Certificated Stock, has been delivered to the Collateral extent required under the Intercreditor Agreement, to the Term Loan Agent in accordance thereunder acting as the Administrative Agent’s agent or bailee for the purpose of perfection). Upon the occurrence and during the continuance of an Event of Default and with Section 5.3(aprior written notice to the relevant Grantor, the Administrative Agent (or, to the extent required under the Intercreditor Agreement, the Term Loan Agent thereunder) as shall at all times have the right to exchange the certificates representing any Pledged Securities for certificates of the Closing Datesmaller or larger denominations for any purpose consistent with this Agreement. (b) As Upon the occurrence and during the continuance of the Closing Datean Event of Default, all Pledged Collateral (rights of any Grantor to dividends, interest, principal or other than Pledged Stock) in excess of $500,000 individually or $1,000,000 in the aggregate, all Pledged Debt Instruments required distributions that such Grantor is authorized to be pledged hereunder receive pursuant to Section 8.1(e) or 8.3(eparagraph (c) of the Credit AgreementSection 3.05 shall cease, and all Pledged Investment Property consisting of instruments and certificates in excess of $500,000 individually or $1,000,000 such rights shall thereupon become vested in the aggregateAdministrative Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions. All dividends, interest, principal or other distributions received by any Grantor contrary to the provisions of Section 3.05 or this Section 4.01(b) shall be held in each case has been trust for the benefit of the Administrative Agent, shall be segregated from other property or funds of such Grantor and shall be promptly delivered to the Collateral Administrative Agent upon written demand in the same form as so received (with any necessary endorsement or instrument of assignment). Any and all money and other property paid over to or received by the Administrative Agent pursuant to the provisions of this paragraph (b) shall be retained by the Administrative Agent in an account to be established by the Administrative Agent upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 5.3(a)4.03. After all Events of Default have been cured or waived, the Administrative Agent shall promptly repay to each applicable Grantor (without interest) all dividends, interest, principal or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (c) of Section 3.05 and that remain in such account. (c) Upon the occurrence and during the continuance of an Event of Default, all rights of any Grantor to exercise the Collateral Agentvoting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a) of Section 3.05, at and the direction obligations of the Administrative Agent under paragraph (b) of Section 3.05, shall cease, and all such rights shall thereupon become vested in the Administrative Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided, however, that, unless otherwise directed by the Required Lenders, the Administrative Agent shall have the right, in its sole discretion, from time to time following and during the continuance of an Event of Default and the provision of the notice referred to above to permit the Grantors to exercise such rights. To the extent the notice referred to in the first sentence of this paragraph (c) has been given, after all Events of Default have been cured or waived, each Grantor shall have the exclusive right to exercise the voting and/or consensual rights and powers that such Grantor would otherwise be entitled to exercise all pursuant to the terms of the rights paragraph (a) of the Grantor granting the security interest in any Pledged StockSection 3.05, and a transferee or assignee the Administrative Agent shall again have the obligations under paragraph (b) of such Pledged Stock shall become a holder of such Pledged Stock to the same extent as such Grantor and be entitled to participate in the management of the issuer of such Pledged Stock and, upon the transfer of the entire interest of such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged StockSection 3.05.

Pledged Collateral. (a) The Pledged Stock Upon the occurrence and during the continuance of all Subsidiaries pledged by such Grantor hereunder an Event of Default and all other Pledged Stock in excess of $500,000 individually or $1,000,000 in with notice to the aggregate (i) isCompany, as the Collateral Agent, on behalf of the Closing DateAdditional First-Lien Secured Parties, listed on Schedule 5 andshall have the right (in its sole and absolute discretion) to hold the Pledged Securities in its own name as pledgee, the name of its nominee (as pledgee or as sub-agent) or the name of the Closing Dateapplicable Grantor, constitutes that percentage endorsed or assigned in blank or in favor of the issued Collateral Agent. Upon the occurrence and outstanding equity during the continuance of all classes an Event of each issuer thereof as set forth on Schedule 5Default and with notice to the relevant Grantor, (ii) has been duly authorized, validly issued and is fully paid and nonassessable (other than Pledged Stock in limited liability companies and partnerships), (iii) constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance with its terms and (iv) in the case of Pledged Certificated Stock, has been delivered to the Collateral Agent in accordance shall at all times have the right to exchange the certificates representing any Pledged Securities for certificates of smaller or larger denominations for any purpose consistent with Section 5.3(a) as of the Closing Datethis Agreement. (b) As of the Closing Date, all Pledged Collateral (other than Pledged Stock) in excess of $500,000 individually or $1,000,000 in the aggregate, all Pledged Debt Instruments required to be pledged hereunder pursuant to Section 8.1(e) or 8.3(e) of the Credit Agreement, and all Pledged Investment Property consisting of instruments and certificates in excess of $500,000 individually or $1,000,000 in the aggregate, in each case has been delivered to the Collateral Agent in accordance with Section 5.3(a). (c) Upon the occurrence and during the continuance of an Event of Default, after the Collateral Agent shall have notified the Company in writing of the suspension of their rights under paragraph (c) of Section 3.05, then all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive pursuant to paragraph (c) of Section 3.05 shall cease, and all such rights shall thereupon become vested in the Collateral Agent, at which shall have the direction sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions. All dividends, interest, principal or other distributions received by any Grantor contrary to the provisions of Section 3.05 shall be held in trust for the benefit of the Administrative Collateral Agent, shall be entitled to exercise all segregated from other property or funds of the rights of the Grantor granting the security interest in any Pledged Stock, and a transferee or assignee of such Pledged Stock shall become a holder of such Pledged Stock to the same extent as such Grantor and shall be entitled forthwith delivered to participate the Collateral Agent upon demand in the management same form as so received (with any necessary endorsement or instrument of assignment). Any and all money and other property paid over to or received by the issuer Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Collateral Agent in an account to be established by the Collateral Agent upon receipt of such Pledged Stock and, upon money or other property and shall be applied in accordance with the transfer provisions of the entire interest of such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged StockSection 4.03.

Pledged Collateral. (a) The Upon the occurrence and during the continuance of an Event of Default and with two (2) Business Days’ prior written notice to the Borrower, the Collateral Agent, on behalf of the Secured Parties, shall have the right (in its sole and absolute discretion), to hold the Pledged Stock Securities in its own name as pledgee, the name of its nominee (as pledgee or as sub-agent) or the name of the applicable Grantor, endorsed or assigned in blank or in favor of the Collateral Agent. Upon the occurrence and during the continuance of an Event of Default and with two (2) Business Days’ prior written notice to the relevant Grantor, the Collateral Agent shall at all Subsidiaries pledged by times have the right to exchange the certificates representing any Pledged Securities for certificates of smaller or larger denominations for any purpose consistent with this Agreement. (b) Upon the occurrence and during the continuance of an Event of Default, after the Collateral Agent shall have provided the Borrower with two (2) Business Days’ prior written notice of the suspension of their rights under Section 3.05(c), then all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor hereunder is authorized to receive pursuant to Section 3.05(c) shall cease, and all other Pledged Stock in excess of $500,000 individually or $1,000,000 such rights shall thereupon become vested in the aggregate (iCollateral Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions. All dividends, interest, principal or other distributions received by any Grantor contrary to the provisions of Section 3.05(c) is, as shall be held in trust for the benefit of the Closing DateCollateral Agent, listed on Schedule 5 and, as shall be segregated from other property or funds of the Closing Date, constitutes that percentage of the issued such Grantor and outstanding equity of all classes of each issuer thereof as set forth on Schedule 5, (ii) has been duly authorized, validly issued and is fully paid and nonassessable (other than Pledged Stock in limited liability companies and partnerships), (iii) constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance with its terms and (iv) in the case of Pledged Certificated Stock, has been shall be forthwith delivered to the Collateral Agent upon demand in accordance the same form as so received (with Section 5.3(a) as any necessary endorsement or instrument of assignment). Any and all money and other property paid over to or received by the Closing Date. Collateral Agent pursuant to the provisions of this paragraph (b) As of the Closing Date, all Pledged Collateral (other than Pledged Stock) in excess of $500,000 individually or $1,000,000 in the aggregate, all Pledged Debt Instruments required to shall be pledged hereunder pursuant to Section 8.1(e) or 8.3(e) of the Credit Agreement, and all Pledged Investment Property consisting of instruments and certificates in excess of $500,000 individually or $1,000,000 in the aggregate, in each case has been delivered to retained by the Collateral Agent in an account to be established by the Collateral Agent upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 5.3(a)4.03. After all Events of Default have been cured or waived, the Collateral Agent shall promptly repay to each applicable Grantor (without interest) all dividends, interest, principal or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of Section 3.05(c) and that remain in such account. (c) Upon the occurrence and during the continuance of an Event of DefaultDefault and with two (2) Business Days’ prior written notice to the Borrower, all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to Section 3.05(a), and the obligations of the Collateral Agent under Section 3.05(b), shall cease, and all such rights shall thereupon become vested in the Collateral Agent, at which shall have the direction sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided, however, that, unless otherwise directed by the Required Lenders, the Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default and the provision of the Administrative Agentnotice referred to above to permit the Grantors to exercise such rights. To the extent the notice referred to in the first sentence of this paragraph (c) has been given, after all Events of Default have been cured or waived, each Grantor shall have the exclusive right to exercise the voting and/or consensual rights and powers that such Grantor would otherwise be entitled to exercise all pursuant to the terms of Section 3.05(a), and the Collateral Agent shall again have the obligations under Section 3.05(b). (d) Notwithstanding anything to the contrary contained in this Section 4.01, if a Bankruptcy Default shall have occurred and be continuing, the Collateral Agent shall not be required to give any notice referred to in Section 3.05 or this Section 4.01 in order to exercise any of its rights described in said Sections, and the suspension of the rights of each of the Grantor granting Grantors under said Sections shall be automatic upon the security interest in any Pledged Stock, and a transferee or assignee occurrence of such Pledged Stock shall become a holder of such Pledged Stock to the same extent as such Grantor and be entitled to participate in the management of the issuer of such Pledged Stock and, upon the transfer of the entire interest of such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged StockBankruptcy Default.

Pledged Collateral. (a) The Pledged Stock of all Subsidiaries pledged by such Such Grantor hereunder and all other Pledged Stock in excess of $500,000 individually or $1,000,000 in the aggregate shall (i) isdeliver to the Administrative Agent, all certificates and Instruments representing or evidencing any Pledged Collateral (including Additional Pledged Collateral) constituting Equity Interests in Subsidiaries and Pledged Debt Instruments, whether now existing or here-after acquired, in suitable form for transfer by delivery or, as applicable, accompanied by such Grantor’s endorsement, where necessary, or duly executed instruments of the Closing Datetransfer or assignment in blank, listed on Schedule 5 and, as of the Closing Date, constitutes that percentage of the issued all in agreed form and outstanding equity of all classes of each issuer thereof as set forth on Schedule 5, substance and (ii) has been duly authorizedwith respect to uncertificated Pledged Collateral, validly issued and is fully paid and nonassessable (not grant “control” over such Pledged Uncertificated Stock to any Person other than Pledged Stock in limited liability companies and partnerships), (iii) constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance with its terms and (iv) in the case of Pledged Administrative Agent or permit such Collateral to become represented by Certificated Stock, has been Securities unless such Certificated Securities are promptly delivered to the Administrative Agent together with appropriate instruments of transfer or assignment in blank, all in agreed form and substance. With respect to the Pledged Collateral in existence on the date hereof such Pledged Collateral shall be delivered to the Administrative Agent in accordance with this Section 5.3(a) as of 4.4 on the Closing Date. (b) As of the Closing Date, all date hereof and with respect to any Pledged Collateral (other than Pledged Stocknot in existence on the date hereof, the applicable Grantor shall take all actions necessary to comply with this Section 4.4(a) in excess of $500,000 individually or $1,000,000 in the aggregate, all Pledged Debt Instruments required to be pledged hereunder pursuant to accordance with Section 8.1(e) or 8.3(e) 5.09 of the Credit Agreement. The Administrative Agent shall have the right, and all Pledged Investment Property consisting of instruments and certificates in excess of $500,000 individually or $1,000,000 in the aggregate, in each case has been delivered to the Collateral Agent in accordance with Section 5.3(a). (c) Upon the occurrence and during the continuance of following an Event of DefaultDefault that is continuing and upon notice to the Grantor, to transfer to or to register in its name or in the Collateral Agentname of its nominees any Pledged Collateral. The Administrative Agent shall have the right, at the direction any time following an Event of the Administrative AgentDefault that is continuing, shall be entitled to exercise all of the rights of the Grantor granting the security interest in exchange any certificate or instrument representing or evidencing any Pledged Stock, and a transferee Collateral for certificates or assignee instruments of such Pledged Stock shall become a holder of such Pledged Stock to the same extent as such Grantor and be entitled to participate in the management of the issuer of such Pledged Stock and, upon the transfer of the entire interest of such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged Stocksmaller or larger denominations.

Pledged Collateral. (a) The Pledged Stock Upon the occurrence and during the continuance of all Subsidiaries pledged by such Grantor hereunder an Event of Default and all other Pledged Stock in excess of $500,000 individually or $1,000,000 in with prior written notice to the aggregate (i) isBorrower, as the Administrative Agent, on behalf of the Closing DateSecured Parties, listed on Schedule 5 andshall have the right (in its sole and absolute discretion) to hold the Pledged Securities in its own name as pledgee, the name of its nominee (as pledgee or as sub-agent), the name of the Closing Dateapplicable Grantor or, constitutes that percentage to the extent required under the Term Loan Intercreditor Agreement, the name of the issued and outstanding equity Term Loan Agent thereunder acting as the Administrative Agent’s agent or bailee for the purpose of all classes of each issuer thereof as set forth on Schedule 5perfection, (ii) has been duly authorized, validly issued and is fully paid and nonassessable (other than Pledged Stock endorsed or assigned in limited liability companies and partnerships), (iii) constitutes the legal, valid and binding obligation blank or in favor of the obligor with respect theretoAdministrative Agent (or, enforceable in accordance with its terms and (iv) in the case of Pledged Certificated Stock, has been delivered to the Collateral extent required under the Term Loan Intercreditor Agreement, to the Term Loan Agent in accordance thereunder acting as the Administrative Agent’s agent or bailee for the purpose of perfection). Upon the occurrence and during the continuance of an Event of Default and with Section 5.3(aprior written notice to the relevant Grantor, the Administrative Agent (or, to the extent required under the Term Loan Intercreditor Agreement, the Term Loan Agent thereunder) as shall at all times have the right to exchange the certificates representing any Pledged Securities for certificates of the Closing Datesmaller or larger denominations for any purpose consistent with this Agreement. (b) As Upon the occurrence and during the continuance of the Closing Datean Event of Default, all Pledged Collateral (rights of any Grantor to dividends, interest, principal or other than Pledged Stock) in excess of $500,000 individually or $1,000,000 in the aggregate, all Pledged Debt Instruments required distributions that such Grantor is authorized to be pledged hereunder receive pursuant to Section 8.1(e) or 8.3(eparagraph (c) of the Credit AgreementSection 3.05 shall cease, and all Pledged Investment Property consisting of instruments and certificates in excess of $500,000 individually or $1,000,000 such rights shall thereupon become vested in the aggregateAdministrative Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions. All dividends, interest, principal or other distributions received by any Grantor contrary to the provisions of Section 3.05 shall be held in each case has been trust for the benefit of the Administrative Agent, shall be segregated from other property or funds of such Grantor and shall be promptly delivered to the Collateral Administrative Agent upon written demand in the same form as so received (with any necessary endorsement or instrument of assignment). Any and all money and other property paid over to or received by the Administrative Agent pursuant to the provisions of this paragraph (b) shall be retained by the Administrative Agent in an account to be established by the Administrative Agent upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 5.3(a)4.03. After all Events of Default have been cured or waived, the Administrative Agent shall promptly repay to each applicable Grantor (without interest) all dividends, interest, principal or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (c) of Section 3.05 and that remain in such account. (c) Upon the occurrence and during the continuance of an Event of Default, all rights of any Grantor to exercise the Collateral Agentvoting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a) of Section 3.05, at and the direction obligations of the Administrative Agent under paragraph (b) of Section 3.05, shall cease, and all such rights shall thereupon become vested in the Administrative Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided, however, that, unless otherwise directed by the Required Lenders, the Administrative Agent shall have the right from time to time following and during the continuance of an Event of Default and the provision of the notice referred to above to permit the Grantors to exercise such rights. To the extent the notice referred to in the first sentence of this paragraph (c) has been given, after all Events of Default have been cured or waived, each Grantor shall have the exclusive right to exercise the voting and/or consensual rights and powers that such Grantor would otherwise be entitled to exercise all pursuant to the terms of paragraph (a) of Section 3.05, and the Administrative Agent shall again have the obligations under paragraph (b) of Section 3.05. (d) Notwithstanding anything to the contrary contained in this Section 4.01, if a Bankruptcy Default shall have occurred and be continuing, the Administrative Agent shall not be required to give any notice referred to in Section 3.05 or this Section 4.01 in order to exercise any of its rights described in said Sections, and the suspension of the rights of each of the Grantor granting Grantors under said Sections shall be automatic upon the security interest in any Pledged Stock, and a transferee or assignee occurrence of such Pledged Stock shall become a holder of such Pledged Stock to the same extent as such Grantor and be entitled to participate in the management of the issuer of such Pledged Stock and, upon the transfer of the entire interest of such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged StockBankruptcy Default.

Pledged Collateral. (a) The Pledged Stock Upon the occurrence and during the continuance of all Subsidiaries pledged by such Grantor hereunder an Event of Default and all other Pledged Stock in excess of $500,000 individually or $1,000,000 in with prior written notice to the aggregate (i) isBorrower, as the Controlling Collateral Agent, on behalf of the Closing DateSecured Parties, listed on Schedule 5 and, as of shall have the Closing Date, constitutes that percentage of the issued right (in their sole and outstanding equity of all classes of each issuer thereof as set forth on Schedule 5, (ii) has been duly authorized, validly issued and is fully paid and nonassessable (other than Pledged Stock in limited liability companies and partnershipsabsolute discretion), (iii) constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance with its terms and (iv) except in the case of ULC shares other than ULC shares which are being transferred following the giving of notice and in the course of realization upon such ULC shares hereunder, to hold the Pledged Certificated StockSecurities in its own name as pledgee, has been delivered the name of its nominee (as pledgee or as sub-agent) or the name of the applicable Grantor, endorsed or assigned in blank or in favor of the Controlling Collateral Agent. Upon the cure or waiver of any such Event of Default the Controlling Collateral Agent shall promptly reregister any Pledged Securities in the name as owned by the applicable Grantor. Upon the occurrence and during the continuance of an Event of Default and with prior written notice to the relevant Grantor, the Controlling Collateral Agent in accordance shall at all times have the right to exchange the certificates representing any Pledged Securities for certificates of smaller or larger denominations for any purpose consistent with Section 5.3(a) as of the Closing Datethis Agreement. (b) As of the Closing Date, all Pledged Collateral (other than Pledged StockThis Section 4.01(b) in excess of $500,000 individually or $1,000,000 in the aggregate, all Pledged Debt Instruments required does not apply to be pledged hereunder pursuant to Section 8.1(e) or 8.3(e) of the Credit Agreement, and all Pledged Investment Property consisting of instruments and certificates in excess of $500,000 individually or $1,000,000 in the aggregate, in each case has been delivered to the Collateral Agent in accordance with Section 5.3(a). (c) ULC shares. Upon the occurrence and during the continuance of an Event of Default, after the Controlling Collateral Agent shall have notified the Borrower in writing of the suspension of their rights under paragraph (c) of Section 3.05, then all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive pursuant to paragraph (c) of Section 3.05 shall cease, and all such rights shall thereupon become vested in the Controlling Collateral Agent, at which shall have the direction sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions. All dividends, interest, principal or other distributions received by any Grantor contrary to the provisions of Section 3.05 shall be held in trust for the benefit of the Administrative Controlling Collateral Agent, shall be segregated from other property or funds of such Grantor and shall be promptly delivered to the Controlling Collateral Agent upon written demand in the same form as so received (with any necessary endorsement or instrument of assignment). Any and all money and other property paid over to or received by the Controlling Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Controlling Collateral Agent in an account to be established by the Controlling Collateral Agent upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 4.03. After all Events of Default have been cured or waived, the Controlling Collateral Agent shall promptly repay to each applicable Grantor (without interest) all dividends, interest, principal or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (c) of Section 3.05 and that remain in such account. (c) This Section 4.01(c) does not apply to pledged ULC shares. Upon the occurrence and during the continuance of an Event of Default and with prior written notice to the Borrower, all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a) of Section 3.05, and the obligations of the Controlling Collateral Agent under paragraph (b) of Section 3.05, shall cease, and all such rights shall thereupon become vested in the Controlling Collateral Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided, however, that, unless otherwise directed by the Required First-Lien Lenders, the Controlling Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default and the provision of the notice referred to above to permit the Grantors to exercise such rights. To the extent the notice referred to in the first sentence of this paragraph (c) has been given, after all Events of Default have been cured or waived, each Grantor shall automatically have the exclusive right to exercise the voting and/or consensual rights and powers that such Grantor would otherwise be entitled to exercise pursuant to the terms of paragraph (a) of Section 3.05, and the Controlling Collateral Agent shall again have the obligations under paragraph (b) of Section 3.05. (d) This Section 4.01(d) does not apply to pledged ULC shares. Notwithstanding anything to the contrary contained in this Section 4.01, if a Bankruptcy Default shall have occurred and be continuing, the Controlling Collateral Agent shall not be required to give any notice referred to in Section 3.05 or this Section 4.01 in order to exercise any of its rights described in said Sections, and the suspension of the rights of each of the Grantor granting Grantors under said Sections shall be automatic upon the security interest in any Pledged Stock, and a transferee or assignee occurrence of such Pledged Stock shall become a holder of such Pledged Stock to the same extent as such Grantor and be entitled to participate in the management of the issuer of such Pledged Stock and, upon the transfer of the entire interest of such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged StockBankruptcy Default.