Common use of Rights of the Administrative Agent Clause in Contracts

Rights of the Administrative Agent. (a) If an Event of Default shall occur and be continuing and the Administrative Agent shall give notice of its intent to exercise such rights to the Pledgors, (i) the Administrative Agent shall have the right to receive any and all cash dividends paid in respect of the Pledged Stock and partnership or membership distributions, as applicable, in respect of the Partnership/LLC Interests and make application thereof to the Obligations in the order set forth in Section 11.4 of the Credit Agreement and (ii) all shares of the Pledged Stock and the Partnership/LLC Interests shall be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (A) all voting, corporate, partnership, membership and other rights pertaining to such shares of the Pledged Stock or Partnership/LLC Interests at any meeting of shareholders, partners or members of the applicable Issuer or Partnership/LLC or otherwise and (B) any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining to such shares of the Pledged Stock or Partnership/LLC Interests as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Stock or Partnership/LLC Interests upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of the applicable Issuer or Partnership/LLC, or upon the exercise by the Pledgors or the Administrative Agent of any right, privilege or option pertaining to such shares of the Pledged Stock or the Partnership/LLC Interests, and in connection therewith, the right to deposit and deliver any and all of the Pledged Stock or the Partnership/LLC Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to the Pledgors to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. In furtherance thereof, each Pledgor hereby authorizes and instructs each Issuer or Partnership/LLC with respect to any Collateral consisting of Pledged Stock or Partnership/LLC Interests to (i) comply with any instruction received by it from the Administrative Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Pledge Agreement, without any other or further instructions from such Pledgor, and each Pledgor agrees that each Issuer or Partnership/LLC shall be fully protected in so complying, and (ii) upon and during the continuance of an Event of Default, if requested by the Administrative Agent, pay any dividends, distributions or other payments with respect to any Pledged Stock or Partnership/LLC Interests directly to the Administrative Agent.

Rights of the Administrative Agent. (a) If an Event of Default shall occur and be continuing and the Administrative Agent shall give notice of its intent to exercise such rights to the PledgorsPledgor, and subject to the receipt of any applicable approvals from Insurance Regulators, and compliance by Administrative Agent and Lenders with any applicable filing or other requirements of the applicable Insurance Regulators, (i) the Administrative Agent shall have the right to receive any and all cash dividends paid in respect of the Pledged Stock and partnership or and membership distributions, as applicable, distributions in respect of the Partnership/LLC Partnership Interests and make application thereof to the Obligations Obligation in the order set forth in Section 11.4 SECTION 11.8 of the Credit Agreement and (ii) all shares of the Pledged Stock and the Partnership/LLC Interests shall be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (A) all voting, corporate, partnership, membership corporate and other rights pertaining to such shares of the Pledged Stock or Partnership/LLC Interests at any meeting of shareholders, partners or members shareholders of the applicable Issuer or Partnership/LLC or otherwise and (B) any and all rights of conversion, exchange, subscription subscription, and any other rights, privileges or options pertaining to such shares of the Pledged Stock or Partnership/LLC Interests as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Stock or Partnership/LLC Interests upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of the applicable Issuer or Partnership/LLCIssuer, or upon the exercise by the Pledgors Pledgor or the Administrative Agent of any right, privilege or option pertaining to such shares of the Pledged Stock or the Partnership/LLC InterestsStock, and in connection therewith, the right to deposit and deliver any and all of the Pledged Stock or the Partnership/LLC Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to the Pledgors Pledgor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. In furtherance thereof, each Pledgor hereby authorizes and instructs each Issuer or Partnership/LLC with respect to any Collateral consisting of Pledged Stock or Partnership/LLC Interests to (i) comply with any instruction received by it from the Administrative Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Pledge Agreement, without any other or further instructions from such Pledgor, and each Pledgor agrees that each Issuer or Partnership/LLC shall be fully protected in so complying, and (ii) upon and during the continuance of an Event of Default, if requested by the Administrative Agent, pay any dividends, distributions or other payments with respect to any Pledged Stock or Partnership/LLC Interests directly to the Administrative Agent.

Rights of the Administrative Agent. (a) If an Event of Default shall occur and be continuing and the Administrative Agent shall give notice of its intent to exercise such rights to the Pledgors, any Pledgor: (i) the Administrative Agent shall have the right to receive any and all cash dividends or other cash distributions paid in respect of the Pledged Stock and partnership or membership distributions, as applicable, in respect of the Partnership/LLC Interests Collateral and make application thereof to the Obligations in the order set forth provided in Section 11.4 of the Credit Agreement 8(a) and (ii) at the request of the Administrative Agent, all shares of the Pledged Stock Stock, all Pledged LLC Interests and the Partnership/LLC all Pledged Partnership Interests shall be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (A) all voting, corporate, partnership, membership and corporate or other rights pertaining to such shares of the Pledged Stock or Partnership/LLC Interests at any meeting of shareholders, partners or members shareholders of any of the Issuers or otherwise; (B) all members rights, powers and privileges with respect to the Pledged LLC Interests to the same extent as a member under the applicable Issuer or Partnership/LLC or otherwise Limited Liability Company Agreement; (C) all partnership rights, powers and privileges with respect to the Pledged Partnership Interests to the same extent as a partner under the applicable Partnership Agreement; and (BD) any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining to such shares of the Pledged Stock or Partnership/LLC Interests Collateral as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Stock or Partnership/LLC Interests Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or company structure of any of the applicable Issuer or Partnership/LLCIssuers, or upon the exercise by the Pledgors any Pledgor or the Administrative Agent of any right, privilege or option pertaining to such shares or interests of the Pledged Stock or the Partnership/LLC InterestsCollateral, and in connection therewith, the right to deposit and deliver any and all of the Pledged Stock or the Partnership/LLC Interests Collateral with any committee, depositarydepository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to the Pledgors to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. In furtherance thereof, each Pledgor hereby authorizes and instructs each Issuer or Partnership/LLC with respect to any Collateral consisting of Pledged Stock or Partnership/LLC Interests to (i) comply with any instruction received by it from the Administrative Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Pledge Agreement, without any other or further instructions from such Pledgor, and each Pledgor agrees that each Issuer or Partnership/LLC shall be fully protected in so complying, and (ii) upon and during the continuance of an Event of Default, if requested by the Administrative Agent, pay any dividends, distributions or other payments with respect to any Pledged Stock or Partnership/LLC Interests directly to the Administrative Agent.

Rights of the Administrative Agent. (a) If an Event of Default shall occur and be continuing and the Administrative Agent shall give notice of its intent to exercise such rights to the PledgorsPledgor, (i) the Administrative Agent shall have the right to receive any and all cash dividends paid in respect of the Pledged Stock and partnership or membership distributions, as applicable, in respect of the Partnership/LLC Interests and make application thereof to the Obligations Secured Obligations, in the order set forth in Section 11.4 10 of the Credit Security Agreement and (ii) all shares of the Pledged Stock and the Partnership/LLC Interests shall be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (A) all voting, corporate, partnership, membership corporate and other rights pertaining to such shares of the Pledged Stock or Partnership/LLC Interests at any meeting of shareholders, partners or members shareholders of the applicable Issuer or Partnership/LLC or otherwise and (B) any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining to such shares of the Pledged Stock or Partnership/LLC Interests as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Stock or Partnership/LLC Interests upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of the applicable Issuer or Partnership/LLCIssuer, or upon the exercise by the Pledgors Pledgor or the Administrative Agent of any right, privilege or option pertaining to such shares of the Pledged Stock or the Partnership/LLC InterestsStock, and in connection therewith, the right to deposit and deliver any and all of the Pledged Stock or the Partnership/LLC Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to the Pledgors Pledgor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. In furtherance thereof, each Pledgor hereby authorizes and instructs each Issuer or Partnership/LLC with respect to any Collateral consisting of Pledged Stock or Partnership/LLC Interests to (i) comply with any instruction received by it from the Administrative Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Pledge Agreement, without any other or further instructions from such Pledgor, and each Pledgor agrees that each Issuer or Partnership/LLC shall be fully protected in so complying, and (ii) upon and during the continuance of an Event of Default, if requested by the Administrative Agent, pay any dividends, distributions or other payments with respect to any Pledged Stock or Partnership/LLC Interests directly to the Administrative Agent.

Rights of the Administrative Agent. (a) If an Event of Default shall occur and be continuing and the Administrative Agent shall give notice of its intent to exercise such rights to the Pledgors, any Pledgor: (i) the Administrative Agent shall have the right to receive any and all cash dividends or other cash distributions paid in respect of the Pledged Stock and partnership or membership distributions, as applicable, in Collateral (except with respect of the Partnership/LLC Interests to ULC Interests) and make application thereof to the Obligations in the order set forth provided in Section 11.4 of the Credit Agreement 8(a) and (ii) (except with respect to ULC Interests) at the request of the Administrative Agent, all shares of the Pledged Stock Stock, all Pledged LLC Interests and the Partnership/LLC all Pledged Partnership Interests shall be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (A) all voting, corporate, partnership, membership and corporate or other rights pertaining to such shares of the Pledged Stock or Partnership/LLC Interests at any meeting of shareholders, partners or members shareholders of any of the Issuers or otherwise; (B) all members rights, powers and privileges with respect to the Pledged LLC Interests to the same extent as a member under the applicable Issuer or Partnership/LLC or otherwise Limited Liability Company Agreement; (C) all partnership rights, powers and privileges with respect to the Pledged Partnership Interests to the same extent as a partner under the applicable Partnership Agreement; and (BD) any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining to such shares of the Pledged Stock or Partnership/LLC Interests Collateral as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Stock or Partnership/LLC Interests Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or company structure of any of the applicable Issuer or Partnership/LLCIssuers, or upon the exercise by the Pledgors any Pledgor or the Administrative Agent of any right, privilege or option pertaining to such shares or interests of the Pledged Stock or the Partnership/LLC InterestsCollateral, and in connection therewith, the right to deposit and deliver any and all of the Pledged Stock or the Partnership/LLC Interests Collateral with any committee, depositarydepository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to the Pledgors to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. In furtherance thereof, each Pledgor hereby authorizes and instructs each Issuer Except upon the exercise of rights to sell or Partnership/LLC with respect to any Collateral consisting otherwise dispose of Pledged Stock or Partnership/LLC ULC Interests to (i) comply with any instruction received by it from following the Administrative Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Pledge Agreement, without any other or further instructions from such Pledgor, and each Pledgor agrees that each Issuer or Partnership/LLC shall be fully protected in so complying, and (ii) upon occurrence and during the continuance of an Event of DefaultDefault hereunder, if requested by no Guarantor shall cause or permit, or enable any Unlimited Liability Company in which it holds ULC Interests to cause or permit, the Administrative AgentAgent or any of the Lenders to (a) be registered as shareholders or members of such Unlimited Liability Company; (b) have any notation entered in its favour in the share register of such Unlimited Liability Company; (c) be held out as a shareholder or member of such Unlimited Liability Company; (d) receive, pay directly or indirectly, any dividends, distributions property or other payments with respect to any Pledged Stock or Partnership/LLC Interests directly to distributions from such Unlimited Liability Company by reason of the Administrative AgentAgent holding a security interest in such Unlimited Liability Company; or (e) act as a shareholder or member of such Unlimited Liability Company, or exercise any rights of a shareholder or member of such Unlimited Liability Company including the right to attend a meeting of, or to vote the shares of, such Unlimited Liability Company.

Rights of the Administrative Agent. (a) If an Event of Default shall occur and Upon five days ----------------------------------- notice to the Seller, unless the Required Secondary Purchasers determine in their sole discretion that it would be continuing and impracticable or inadvisable to give such notice, the Administrative Agent shall give notice at the direction of its intent the Required Secondary Purchasers is authorized at any time to exercise such rights date and to deliver to the PledgorsLock-Box Banks, (i) the Lock-Box Notices, to the Depositary Banks, the Depositary Notices and to the Concentration Banks, the Concentration Notices delivered hereunder. The Seller hereby transfers to the Administrative Agent, effective when the Administrative Agent delivers such Lock-Box Notices, such Depositary Notices or such Concentration Notices, as the case may be, the exclusive ownership and control of such Lock-Box Accounts, such Depositary Accounts or such Concentration Accounts. The Seller shall, and shall have cause each Seller Subsidiary to, take any actions reasonably requested by the right Administrative Agent to receive effect such transfer. In case any and all cash dividends paid in respect authorized signatory of the Pledged Stock Seller and partnership any Seller Subsidiary whose signature appears on a Lock-Box Notice, a Depositary Notice or membership distributionsa Concentration Notice shall cease to have such authority before the delivery of such Lock-Box Notice, such Depositary Notice or a Concentration Notice, such signature shall nevertheless be valid as applicable, if such authority had remained in respect force. The Administrative Agent at the direction of the Partnership/LLC Interests Required Secondary Purchasers may notify the Obligors of Pool Receivables, at any time and make application thereof to at the Obligations in the order set forth in Section 11.4 Seller's expense, of the Credit ownership of Receivable Interests under this Agreement and (ii) may also direct that payments of all shares of the Pledged Stock and the Partnership/LLC Interests shall amounts due or that become due under any or all Receivables be registered in the name of made directly to the Administrative Agent or its nomineedesignee. In furtherance of the foregoing, and the Administrative Agent shall, upon the direction of the Required Secondary Purchasers, be entitled to take all such actions at it deems necessary or its nominee may thereafter advisable to exercise (A) dominion and control over the collection and servicing of the Pool Receivables including such action as shall be necessary or desirable to cause all votingcash, corporate, partnership, membership checks and other rights pertaining instruments constituting Collections of Pool Receivables to such shares come into the possession of the Pledged Stock or Partnership/LLC Interests at any meeting of shareholders, partners or members of the applicable Issuer or Partnership/LLC or otherwise and (B) any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining to such shares of the Pledged Stock or Partnership/LLC Interests as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Stock or Partnership/LLC Interests upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of the applicable Issuer or Partnership/LLC, or upon the exercise by the Pledgors or the Administrative Agent rather than the Seller. Unless the Required Secondary Purchasers determine in their sole discretion that it would be impractical or inadvisable to do so, the Secondary Purchasers must give the Seller five days prior notice of any right, privilege or option pertaining to such shares of the Pledged Stock or the Partnership/LLC Interests, and in connection therewith, the right to deposit and deliver any and all of the Pledged Stock or the Partnership/LLC Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to the Pledgors to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. In furtherance thereof, each Pledgor hereby authorizes and instructs each Issuer or Partnership/LLC with respect to any Collateral consisting of Pledged Stock or Partnership/LLC Interests to (i) comply with any instruction received by it from the Administrative Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Pledge Agreement, without any other or further instructions from such Pledgor, and each Pledgor agrees that each Issuer or Partnership/LLC shall be fully protected in so complying, and (ii) upon and during the continuance of an Event of Default, if requested by the Administrative Agent, pay any dividends, distributions or other payments with respect to any Pledged Stock or Partnership/LLC Interests directly to the Administrative Agentaction.

Rights of the Administrative Agent. (a) If an Event of Default shall occur and be continuing and the Administrative Agent shall give notice of its intent to exercise such rights to the Pledgors, (i) the Administrative Agent shall have the right to receive any and all cash dividends paid in respect of the Pledged Stock and partnership or membership distributions, as applicable, in respect of the Partnership/LLC Interests and make application thereof to the Obligations in the order set forth in Section 11.4 of the Credit Agreement and (ii) all shares of the Pledged Stock and the Partnership/LLC Interests shall be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (A) all voting, corporate, partnership, membership and other rights pertaining to such shares of CHAR1\1756506v3 NAI-1514813940v3 the Pledged Stock or Partnership/LLC Interests at any meeting of shareholders, partners or members of the applicable Issuer or Partnership/LLC or otherwise and (B) any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining to such shares of the Pledged Stock or Partnership/LLC Interests as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Stock or Partnership/LLC Interests upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of the applicable Issuer or Partnership/LLC, or upon the exercise by the Pledgors or the Administrative Agent of any right, privilege or option pertaining to such shares of the Pledged Stock or the Partnership/LLC Interests, and in connection therewith, the right to deposit and deliver any and all of the Pledged Stock or the Partnership/LLC Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to the Pledgors to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. In furtherance thereof, each Pledgor hereby authorizes and instructs each Issuer or Partnership/LLC with respect to any Collateral consisting of Pledged Stock or Partnership/LLC Interests to (i) comply with any instruction received by it from the Administrative Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Pledge Agreement, without any other or further instructions from such Pledgor, and each Pledgor agrees that each Issuer or Partnership/LLC shall be fully protected in so complying, and (ii) upon and during the continuance of an Event of Default, if requested by the Administrative Agent, pay any dividends, distributions or other payments with respect to any Pledged Stock or Partnership/LLC Interests directly to the Administrative Agent.

Rights of the Administrative Agent. (a) If an Event of Default shall occur and Upon five days notice to the Seller, unless the Required Secondary Purchasers determine in their sole discretion that it would be continuing and impracticable or inadvisable to give such notice, the Administrative Agent shall give notice at the direction of its intent the Required Secondary Purchasers is authorized at any time to exercise such rights date and to deliver to the PledgorsLock-Box Banks, (i) the Lock-Box Notices, to the Depositary Banks, the Depositary Notices and to the Concentration Banks, the Concentration Notices delivered hereunder. The Seller hereby transfers to the Administrative Agent, effective when the Administrative Agent delivers such Lock-Box Notices, such Depositary Notices or such Concentration Notices, as the case may be, the exclusive ownership and control of such Lock-Box Accounts, such Depositary Accounts or such Concentration Accounts. The Seller shall, and shall have cause each Originator to, take any actions reasonably requested by the right Administrative Agent to receive effect such transfer. In case any and all cash dividends paid in respect authorized signatory of the Pledged Stock and partnership Seller or membership distributionsany Originator whose signature appears on a Lock-Box Notice, a Depositary Notice or a Concentration Notice shall cease to have such authority before the delivery of such Lock-Box Notice, such Depositary Notice or a Concentration Notice, such signature shall nevertheless be valid as applicable, if such authority had remained in respect force. The Administrative Agent at the direction of the Partnership/LLC Interests Required Secondary Purchasers may notify the Obligors of Pool Receivables, at any time and make application thereof to at the Obligations in the order set forth in Section 11.4 Seller's expense, of the Credit ownership of Receivable Interests under this Agreement and (ii) may also direct that payments of all shares of the Pledged Stock and the Partnership/LLC Interests shall amounts due or that become due under any or all Receivables be registered in the name of made directly to the Administrative Agent or its nomineedesignee. In furtherance of the foregoing, and the Administrative Agent shall, upon the direction of the Required Secondary Purchasers, be entitled to take all such actions as it deems necessary or its nominee may thereafter advisable to exercise (A) dominion and control over the collection and servicing of the Pool Receivables including such action as shall be necessary or desirable to cause all votingcash, corporate, partnership, membership checks and other rights pertaining instruments constituting Collections of Pool Receivables to such shares come into the possession of the Pledged Stock or Partnership/LLC Interests at any meeting of shareholders, partners or members of the applicable Issuer or Partnership/LLC or otherwise and (B) any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining to such shares of the Pledged Stock or Partnership/LLC Interests as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Stock or Partnership/LLC Interests upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of the applicable Issuer or Partnership/LLC, or upon the exercise by the Pledgors or the Administrative Agent rather than the Seller. Unless the Required Secondary Purchasers determine in their sole discretion that it would be impractical or inadvisable to do so, the Secondary Purchasers must give the Seller five days prior notice of any right, privilege or option pertaining to such shares of the Pledged Stock or the Partnership/LLC Interests, and in connection therewith, the right to deposit and deliver any and all of the Pledged Stock or the Partnership/LLC Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to the Pledgors to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. In furtherance thereof, each Pledgor hereby authorizes and instructs each Issuer or Partnership/LLC with respect to any Collateral consisting of Pledged Stock or Partnership/LLC Interests to (i) comply with any instruction received by it from the Administrative Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Pledge Agreement, without any other or further instructions from such Pledgor, and each Pledgor agrees that each Issuer or Partnership/LLC shall be fully protected in so complying, and (ii) upon and during the continuance of an Event of Default, if requested by the Administrative Agent, pay any dividends, distributions or other payments with respect to any Pledged Stock or Partnership/LLC Interests directly to the Administrative Agentaction.

Rights of the Administrative Agent. (a) If an Event of Default shall occur and Upon five days notice to the Seller, unless the Required Purchasers determine in their sole discretion that it would be continuing and impracticable or inadvisable to give such notice, the Administrative Agent shall give notice at the direction of its intent the Required Purchasers is authorized at any time to exercise such rights date and to deliver to the PledgorsLock-Box Banks, (i) the Lock-Box Notices and to the Depositary Banks, the Depositary Notices delivered hereunder. The Seller hereby transfers to the Administrative Agent, effective when the Administrative Agent delivers such Lock-Box Notices or such Depositary Notices, as the case may be, the exclusive ownership and control of such Lock-Box Accounts or such Depositary Accounts. The Seller shall, and shall have cause each Originator to, take any actions reasonably requested by the right Administrative Agent to receive effect such transfer. In case any and all cash dividends paid in respect authorized signatory of the Pledged Stock and partnership Seller or membership distributionsany Originator whose signature appears on a Lock-Box Notice or a Depositary Notice shall cease to have such authority before the delivery of such Lock-Box Notice or such Depositary Notice, such signature shall nevertheless be valid as applicable, if such authority had remained in respect force. The Administrative Agent at the direction of the Partnership/LLC Interests Required Purchasers may notify the Obligors of Pool Receivables, at any time and make application thereof to at the Obligations in the order set forth in Section 11.4 Seller's expense, of the Credit ownership of Receivable Interests under this Agreement and (ii) may also direct that payments of all shares of the Pledged Stock and the Partnership/LLC Interests shall amounts due or that become due under any or all Receivables be registered in the name of made directly to the Administrative Agent or its nomineedesignee. In furtherance of the foregoing, and the Administrative Agent shall, upon the direction of the Required Purchasers, be entitled to take all such actions as it deems necessary or its nominee may thereafter advisable to exercise (A) dominion and control over the collection and servicing of the Pool Receivables including such action as shall be necessary or desirable to cause all votingcash, corporate, partnership, membership checks and other rights pertaining instruments constituting Collections of Pool Receivables to such shares come into the possession of the Pledged Stock or Partnership/LLC Interests at any meeting of shareholders, partners or members of the applicable Issuer or Partnership/LLC or otherwise and (B) any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining to such shares of the Pledged Stock or Partnership/LLC Interests as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Stock or Partnership/LLC Interests upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of the applicable Issuer or Partnership/LLC, or upon the exercise by the Pledgors or the Administrative Agent rather than the Seller. Unless the Required Purchasers determine in their sole discretion that it would be impractical or inadvisable to do so, the Purchasers must give the Seller five days prior notice of any right, privilege or option pertaining to such shares of the Pledged Stock or the Partnership/LLC Interests, and in connection therewith, the right to deposit and deliver any and all of the Pledged Stock or the Partnership/LLC Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to the Pledgors to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. In furtherance thereof, each Pledgor hereby authorizes and instructs each Issuer or Partnership/LLC with respect to any Collateral consisting of Pledged Stock or Partnership/LLC Interests to (i) comply with any instruction received by it from the Administrative Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Pledge Agreement, without any other or further instructions from such Pledgor, and each Pledgor agrees that each Issuer or Partnership/LLC shall be fully protected in so complying, and (ii) upon and during the continuance of an Event of Default, if requested by the Administrative Agent, pay any dividends, distributions or other payments with respect to any Pledged Stock or Partnership/LLC Interests directly to the Administrative Agentaction.

Rights of the Administrative Agent. (a) If an Event of Default shall occur and be continuing and the Administrative Agent shall give notice of its intent to exercise such rights to the Pledgors, (i) the Administrative Agent shall have the right to receive any and all cash dividends paid in respect of the Pledged Stock or partnership and partnership or membership distributions, as applicable, distributions in respect of the Partnership/LLC Interests and make application thereof to the Obligations in the order set forth in Section 11.4 of the Credit Agreement accordance with Paragraph 15 hereof and (ii) all shares of the Pledged Stock and the Partnership/LLC Interests represented by instruments shall be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (A) all voting, corporate, partnership, membership and other rights pertaining to such shares of the Pledged Stock or Partnership/LLC Interests Collateral at any meeting of shareholders, partners or members of the applicable Issuer or Partnership/LLC entity or otherwise and (B) any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining to such shares of the Pledged Stock or Partnership/LLC Interests Collateral as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Stock or Partnership/LLC Interests Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of the applicable Issuer or Partnership/LLCentity, or upon the exercise by the Pledgors relevant Pledgor or the Administrative Agent of any right, privilege or option pertaining to such shares of the Pledged Stock or the Partnership/LLC InterestsCollateral, and in connection therewith, the right to deposit and deliver any and all of the Pledged Stock or the Partnership/LLC Interests Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to the Pledgors any Pledgor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. In furtherance thereof, each Pledgor hereby authorizes and instructs each Issuer or Partnership/LLC with respect to any Collateral consisting of Pledged Stock or Partnership/LLC Interests to (i) comply with any instruction received by it from the Administrative Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Pledge Agreement, without any other or further instructions from such Pledgor, and each Pledgor agrees that each Issuer or Partnership/LLC shall be fully protected in so complying, and (ii) upon and during the continuance of an Event of Default, if requested by the Administrative Agent, pay any dividends, distributions or other payments with respect to any Pledged Stock or Partnership/LLC Interests directly to the Administrative Agent.

Rights of the Administrative Agent. (a) If an Event of Default shall occur and Upon five days notice to the Seller, unless the Required Secondary Purchasers determine in their sole discretion that it would be continuing and impracticable or inadvisable to give such notice, the Administrative Agent shall give notice at the direction of its intent the Required Secondary Purchasers is authorized at any time to exercise such rights date and to deliver to the PledgorsLock-Box Banks, (i) the Lock-Box Notices and to the Depositary Banks, the Depositary Notices delivered hereunder. The Seller hereby transfers to the Administrative Agent, effective when the Administrative Agent delivers such Lock-Box Notices or such Depositary Notices, as the case may be, the exclusive ownership and control of such Lock-Box Accounts or such Depositary Accounts. The Seller shall, and shall have cause each Originator to, take any actions reasonably requested by the right Administrative Agent to receive effect such transfer. In case any and all cash dividends paid in respect authorized signatory of the Pledged Stock and partnership Seller or membership distributionsany Originator whose signature appears on a Lock-Box Notice or a Depositary Notice shall cease to have such authority before the delivery of such Lock-Box Notice or such Depositary Notice, such signature shall nevertheless be valid as applicable, if such authority had remained in respect force. The Administrative Agent at the direction of the Partnership/LLC Interests Required Secondary Purchasers may notify the Obligors of Pool Receivables, at any time and make application thereof to at the Obligations in the order set forth in Section 11.4 Seller's expense, of the Credit ownership of Receivable Interests under this Agreement and (ii) may also direct that payments of all shares of the Pledged Stock and the Partnership/LLC Interests shall amounts due or that become due under any or all Receivables be registered in the name of made directly to the Administrative Agent or its nomineedesignee. In furtherance of the foregoing, and the Administrative Agent shall, upon the direction of the Required Secondary Purchasers, be entitled to take all such actions as it deems necessary or its nominee may thereafter advisable to exercise (A) dominion and control over the collection and servicing of the Pool Receivables including such action as shall be necessary or desirable to cause all votingcash, corporate, partnership, membership checks and other rights pertaining instruments constituting Collections of Pool Receivables to such shares come into the possession of the Pledged Stock or Partnership/LLC Interests at any meeting of shareholders, partners or members of the applicable Issuer or Partnership/LLC or otherwise and (B) any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining to such shares of the Pledged Stock or Partnership/LLC Interests as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Stock or Partnership/LLC Interests upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of the applicable Issuer or Partnership/LLC, or upon the exercise by the Pledgors or the Administrative Agent rather than the Seller. Unless the Required Secondary Purchasers determine in their sole discretion that it would be impractical or inadvisable to do so, the Secondary Purchasers must give the Seller five days prior notice of any right, privilege or option pertaining to such shares of the Pledged Stock or the Partnership/LLC Interests, and in connection therewith, the right to deposit and deliver any and all of the Pledged Stock or the Partnership/LLC Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to the Pledgors to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. In furtherance thereof, each Pledgor hereby authorizes and instructs each Issuer or Partnership/LLC with respect to any Collateral consisting of Pledged Stock or Partnership/LLC Interests to (i) comply with any instruction received by it from the Administrative Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Pledge Agreement, without any other or further instructions from such Pledgor, and each Pledgor agrees that each Issuer or Partnership/LLC shall be fully protected in so complying, and (ii) upon and during the continuance of an Event of Default, if requested by the Administrative Agent, pay any dividends, distributions or other payments with respect to any Pledged Stock or Partnership/LLC Interests directly to the Administrative Agentaction.

Rights of the Administrative Agent. (a) If an Event of Default shall occur and be continuing and the Administrative Agent shall give notice of its intent to exercise such rights to the Pledgors, (i) the Administrative Agent shall have the right to receive any and all cash dividends paid in respect of the Pledged Stock and partnership or membership distributions, as applicable, in respect of the Partnership/LLC Interests and make application thereof to the Obligations in the order set forth in Section 11.4 of the Credit Agreement and (ii) all shares of the Pledged Stock and the Partnership/LLC Interests shall be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (A) all voting, corporate, partnership, membership and other rights pertaining to such shares of the Pledged Stock or Partnership/LLC Interests at any meeting of shareholders, partners or members of the applicable Issuer or Partnership/LLC or otherwise and (B) any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining to such shares of the Pledged Stock or Partnership/LLC Interests as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Stock or Partnership/LLC Interests upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of the applicable Issuer or Partnership/LLC, or upon the exercise by the Pledgors or the Administrative Agent of any right, privilege or option pertaining to such shares of the Pledged Stock or the Partnership/LLC Interests, and in connection therewith, the right to deposit and deliver any and all of the Pledged Stock or the Partnership/LLC Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to the Pledgors to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. In furtherance thereof, each Pledgor hereby authorizes and instructs each Issuer or Partnership/LLC with respect to any Collateral consisting of Pledged Stock or Partnership/LLC Interests to (i) comply with any instruction received by it from the Administrative Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Pledge Agreement, without any other or further instructions from such Pledgor, and each Pledgor agrees that each Issuer or Partnership/LLC shall be fully protected in so complying, and (ii) upon and during the continuance of an Event of Default, if requested by the Administrative Agent, pay any dividends, distributions or other payments with respect to any Pledged Stock or Partnership/LLC Interests directly to the Administrative Agent. The rights of the Administrative Agent and the Secured Parties hereunder shall not be conditioned or contingent upon the pursuit by the Administrative Agent or any Secured Party of any right or remedy against the Pledgors or against any other Person which may be or become liable in respect of all or any part of the Obligations or against any collateral security therefor, guarantee thereof or right of offset with respect thereto. Neither the Administrative Agent nor any Secured Party shall be liable for any failure to demand, collect or realize upon all or any part of the Collateral or for any delay in doing so, nor shall the Administrative CHAR2\1570214v4 Agent be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Pledgors or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof.

Rights of the Administrative Agent. (a) If an Event of Default shall occur and be continuing and the Administrative Agent shall (subject to Section 12.2 of the Credit Agreement) give notice of its intent to exercise such rights to the Pledgors, (i) the Administrative Agent shall have the right to receive any and all cash dividends paid in respect of the Pledged Stock and partnership all payments and other distributions with respect to the Pledged Debt or membership distributions, as applicable, in respect of the Partnership/LLC Interests and make application thereof to the Obligations Secured Obligations, in the order set forth in Section 11.4 5.5 of the Credit Agreement and (ii) all shares of the Pledged Stock and or the Partnership/LLC Interests shall be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (A) all voting, corporate, partnership, membership corporate and other rights pertaining to such shares of the Pledged Stock or to the Partnership/LLC Interests at any meeting of shareholders, partners shareholders or members of the applicable Issuer or Partnership/LLC or otherwise and (B) any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining to such shares of the Pledged Stock or the Partnership/LLC Interests as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Stock or the Partnership/LLC Interests upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of the applicable Issuer or Partnership/LLCIssuer, or upon the exercise by the Pledgors or the Administrative Agent of any right, privilege or option pertaining to such shares of the Pledged Stock or the Partnership/LLC Interests, and in connection therewith, the right to deposit and deliver any and all of the Pledged Stock or the Partnership/LLC Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to the Pledgors to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. In furtherance thereof, each Pledgor hereby authorizes and instructs each Issuer or Partnership/LLC with respect to any Collateral consisting of Pledged Stock or Partnership/LLC Interests to (i) comply with any instruction received by it from the Administrative Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Pledge Agreement, without any other or further instructions from such Pledgor, and each Pledgor agrees that each Issuer or Partnership/LLC shall be fully protected in so complying, and (ii) upon and during the continuance of an Event of Default, if requested by the Administrative Agent, pay any dividends, distributions or other payments with respect to any Pledged Stock or Partnership/LLC Interests directly to the Administrative Agent.

Rights of the Administrative Agent. (a) If an Event of Default shall occur and Upon five days notice to the Seller, unless the Required Purchasers determine in their sole discretion that it would be continuing and impracticable or inadvisable to give such notice, the Administrative Agent shall give notice at the direction of its intent the Required Purchasers is authorized at any time to exercise such rights date and to deliver to the PledgorsLock-Box Banks, (i) the Lock-Box Notices, to the Depositary Banks, the Depositary Notices and to the Concentration Banks, the Concentration Notices delivered hereunder. The Seller hereby transfers to the Administrative Agent, effective when the Administrative Agent delivers such Lock-Box Notices, such Depositary Notices or such Concentration Notices, as the case may be, the exclusive ownership and control of such Lock-Box Accounts, such Depositary Accounts or such Concentration Accounts. The Seller shall, and shall have cause each Originator to, take any actions reasonably requested by the right Administrative Agent to receive effect such transfer. In case any and all cash dividends paid in respect authorized signatory of the Pledged Stock and partnership Seller or membership distributionsany Originator whose signature appears on a Lock-Box Notice, a Depositary Notice or a Concentration Notice shall cease to have such authority before the delivery of such Lock-Box Notice, such Depositary Notice or a Concentration Notice, such signature shall nevertheless be valid as applicable, if such authority had remained in respect force. The Administrative Agent at the direction of the Partnership/LLC Interests Required Purchasers may notify the Obligors of Pool Receivables, at any time and make application thereof to at the Obligations in the order set forth in Section 11.4 Seller's expense, of the Credit ownership of Receivable Interests under this Agreement and (ii) may also direct that payments of all shares of the Pledged Stock and the Partnership/LLC Interests shall amounts due or that become due under any or all Receivables be registered in the name of made directly to the Administrative Agent or its nomineedesignee. In furtherance of the foregoing, and the Administrative Agent shall, upon the direction of the Required Purchasers, be entitled to take all such actions as it deems necessary or its nominee may thereafter advisable to exercise (A) dominion and control over the collection and servicing of the Pool Receivables including such action as shall be necessary or desirable to cause all votingcash, corporate, partnership, membership checks and other rights pertaining instruments constituting Collections of Pool Receivables to such shares come into the possession of the Pledged Stock or Partnership/LLC Interests at any meeting of shareholders, partners or members of the applicable Issuer or Partnership/LLC or otherwise and (B) any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining to such shares of the Pledged Stock or Partnership/LLC Interests as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Stock or Partnership/LLC Interests upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of the applicable Issuer or Partnership/LLC, or upon the exercise by the Pledgors or the Administrative Agent rather than the Seller. Unless the Required Purchasers determine in their sole discretion that it would be impractical or inadvisable to do so, the Purchasers must give the Seller five days prior notice of any right, privilege or option pertaining to such shares of the Pledged Stock or the Partnership/LLC Interests, and in connection therewith, the right to deposit and deliver any and all of the Pledged Stock or the Partnership/LLC Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to the Pledgors to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. In furtherance thereof, each Pledgor hereby authorizes and instructs each Issuer or Partnership/LLC with respect to any Collateral consisting of Pledged Stock or Partnership/LLC Interests to (i) comply with any instruction received by it from the Administrative Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Pledge Agreement, without any other or further instructions from such Pledgor, and each Pledgor agrees that each Issuer or Partnership/LLC shall be fully protected in so complying, and (ii) upon and during the continuance of an Event of Default, if requested by the Administrative Agent, pay any dividends, distributions or other payments with respect to any Pledged Stock or Partnership/LLC Interests directly to the Administrative Agentaction.

Rights of the Administrative Agent. (a) If an Event of Default shall occur and be continuing and the Administrative Agent shall give notice of its intent to exercise such rights to the PledgorsPledgor, (i) the Administrative Agent shall have the right to receive any and all cash dividends paid in respect of the Pledged Stock and partnership or membership distributions, as applicable, distributions in respect of the Partnership/LLC Partnership Interests and make application thereof to the Obligations in the order set forth in Section 11.4 3.5 of the each Credit Agreement and (ii) all shares of the Pledged Stock and the Partnership/LLC Partnership Interests shall be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (A) all voting, corporate, partnership, membership partnership and other rights pertaining to such shares of the Pledged Stock or Partnership/LLC Partnership Interests at any meeting of shareholders, sharehold ers or partners or members of the applicable Issuer or Partnership/LLC Partnership or otherwise and (B) any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining to such shares of the Pledged Stock or Partnership/LLC Partnership Interests as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Stock or Partnership/LLC Partnership Interests upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of the applicable Issuer or Partnership/LLC, or upon the exercise by the Pledgors Pledgor or the Administrative Agent of any right, privilege or option pertaining to such shares of the Pledged Stock or the Partnership/LLC Partnership Interests, and in connection therewith, the right to deposit and deliver any and all of the Pledged Stock or the Partnership/LLC Partnership Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to the Pledgors Pledgor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. In furtherance thereof, each Pledgor hereby authorizes and instructs each Issuer or Partnership/LLC with respect to any Collateral consisting of Pledged Stock or Partnership/LLC Interests to (i) comply with any instruction received by it from the Administrative Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Pledge Agreement, without any other or further instructions from such Pledgor, and each Pledgor agrees that each Issuer or Partnership/LLC shall be fully protected in so complying, and (ii) upon and during the continuance of an Event of Default, if requested by the Administrative Agent, pay any dividends, distributions or other payments with respect to any Pledged Stock or Partnership/LLC Interests directly to the Administrative Agent.