Common use of Rights of the Collateral Agent Clause in Contracts

Rights of the Collateral Agent. (a) If an Event of Default shall occur and be continuing, (i) the Collateral Agent shall have the right to receive and shall receive any and all cash distributions or dividends paid in respect of the Collateral and make application thereof to the Obligations in such order as it may determine, and (ii) to the extent permitted by applicable law, all shares or certificates of or evidencing the Interests and the Pledged Stock shall be registered in the name of the Collateral Agent or its nominee, and (whether or not so registered) the Collateral Agent or its nominee may thereafter exercise (A) all voting, corporate, member, manager and other rights pertaining to the Interests or the shares of the Pledged Stock, as the case may be, and (B) any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining to the Interests or such shares of the Pledged Stock, as the case may be, as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Interests or the Pledged Stock upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the structure of any of the Subsidiaries, or upon the exercise by any Pledgor or the Collateral Agent of any right, privilege or option pertaining to such shares or certificates of or evidencing the Interests or the Pledged Stock, and in connection therewith, the right to deposit and deliver any and all of the Interests or the Pledged Stock 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 Collateral Agent shall have no duty to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.

Rights of the Collateral Agent. (a) If an Event of Default shall occur and be continuing, (i) promptly upon receipt thereof by the Pledgor and without any request therefor by the Collateral Agent, the Pledgor shall deliver to the Collateral Agent shall have the right to receive and shall receive any and all cash distributions or dividends paid in respect of the Pledged Stock and the Collateral and Agent may make application thereof to the Obligations in such order as it the Collateral Agent may determine, and (ii) to the extent permitted by applicable law, all shares or certificates of or evidencing the Interests and the Pledged Stock shall be registered in the name of the Collateral Agent or its nominee, and (whether or not so registered) the Collateral Agent or its nominee may thereafter exercise (A) all voting, corporate, member, manager corporate and other rights pertaining to the Interests or the shares of the Pledged Stock, as the case may be, and (B) any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining to the Interests or such shares of the Pledged Stock, as the case may be, Stock as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Interests or the Pledged Stock upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any of the SubsidiariesIssuer, or upon the exercise by any the Pledgor or the Collateral Agent of any right, privilege or option pertaining to such shares or certificates of or evidencing the Interests or the Pledged Stock, and in connection therewith, the right to deposit and deliver any and all of the Interests or the Pledged Stock 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 Collateral Agent shall have no duty to the Pledgor to exercise (and, without the consent of the Collateral Agent, the Pledgor shall not exercise) any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.

Rights of the Collateral Agent. (a) If an Event of Default shall occur ------------------------------ have occurred and be continuing, continuing and the Collateral Agent shall have given notice of its intent to exercise such rights to the Pledgor: (i) the Collateral Agent shall have the right to receive and shall receive any and all cash distributions or dividends payments of any character paid in respect of the Collateral and make application thereof to the Obligations in such order as it may determine, and (ii) to the extent permitted by applicable law, all shares or certificates of or evidencing the Interests and the Pledged Stock shall be registered in the name of the Collateral Agent or its nominee, and (whether or not so registered) the Collateral Agent or its nominee may thereafter exercise (A) all voting, corporate, member, manager corporate and other rights pertaining to the Interests or the shares Collateral at any meeting of shareholders of the Pledged Stock, as the case may be, Company or otherwise and (B) any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining to the Interests or such shares of the Pledged Stock, as the case may be, Collateral as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Interests or the Pledged Stock Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any of the SubsidiariesCompany, or upon the exercise by any the Pledgor or the Collateral Agent of any right, privilege or option pertaining to such shares or certificates of or evidencing the Interests or the Pledged StockCollateral, and in connection therewith, the right to deposit and deliver any and all of the Interests or the Pledged Stock 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 Collateral Agent shall have no duty to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.

Rights of the Collateral Agent. (a) If an Event of Default shall occur and be continuing, (i) the Collateral Agent shall have the right to receive and shall receive any and all cash distributions or dividends paid in respect of the Collateral and make application thereof to the Obligations in such order as it may determine, and (ii) to the extent permitted by applicable law, all shares or certificates of or evidencing the Interests and the Pledged Stock shall be registered in the name of the Collateral Agent or its nominee, and (whether or not so registered) the Collateral Agent or its nominee may thereafter exercise (A) all voting, corporate, member, manager and other rights pertaining to the Interests or the shares of the Pledged Stock, as the case may be, and (B) any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining to the Interests or such shares of the Pledged Stock, as the case may be, as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Interests or the Pledged Stock upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the structure of any of the Subsidiaries, or upon the exercise by any the Pledgor or the Collateral Agent of any right, privilege or option pertaining to such shares or certificates of or evidencing the Interests or the Pledged Stock, and in connection therewith, the right to deposit and deliver any and all of the Interests or the Pledged Stock 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 Collateral Agent shall have no duty to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.

Rights of the Collateral Agent. (a) If Subject to the terms and conditions of the Intercreditor Agreement, if an Event of Default shall occur have occurred and be continuing, (i) the Collateral Agent shall have the right to receive and shall receive any and require that all cash distributions or dividends paid in respect of the Collateral and make application thereof to the Obligations in such order as it may determine, and (ii) to the extent permitted by applicable law, all shares or certificates of or evidencing the Interests and the Pledged Stock shall be registered in the name of the Collateral Agent or its nominee, and (whether or not so registered) the Collateral Agent or its nominee may thereafter exercise (Ai) all voting, corporate, member, manager corporate and other rights pertaining to the Interests or the shares Pledged Stock at any meeting of shareholders of the Pledged Stock, as the case may be, Pledgors or otherwise and (Bii) any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining to the Interests or such shares of the Pledged Stock, as the case may be, Stock as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Interests or the Pledged Stock upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any of the SubsidiariesPledged Entity, or upon the exercise by any Pledgor or the Collateral Agent of any right, privilege or option pertaining to such shares or certificates of or evidencing the Interests or the Pledged Stock, and in connection therewith, the right to deposit and deliver any and all of the Interests or the Pledged Stock 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 Collateral Agent shall have no duty to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.

Rights of the Collateral Agent. (a) If an Event of Actionable Default shall occur and be continuing, (i) the Collateral Agent shall have the right to receive and shall receive directly any and all cash dividends and other distributions of any kind or dividends nature paid in respect of the Collateral Pledged Stock and make application thereof to the Secured Obligations in such the order as it may determinespecified in the Collateral Trust Agreement, and (ii) to the extent permitted by applicable law, all shares or certificates of or evidencing the Interests and the Pledged Stock shall may be registered in the name of the Collateral Agent or its nominee, and (whether or not so registered) and, subject to the terms of this Pledge Agreement, the Collateral Agent or its nominee may thereafter exercise (A) all voting, corporate, member, manager corporate and other rights pertaining to the Interests or the such shares of the Pledged Stock, as Stock at any meeting of shareholders of the case may be, Company or otherwise and (B) any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining to the Interests or such shares of the Pledged Stock, as the case may be, Stock as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Interests or the Pledged Stock upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any of the SubsidiariesCompany, or upon the exercise by any the Pledgor or the Collateral Agent of any right, privilege or option pertaining to such shares or certificates of or evidencing the Interests or the Pledged Stock, and in connection therewith, the right to deposit and deliver any and all of the Interests or the Pledged Stock 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 itit and except for its gross negligence or willful misconduct or failure to comply with the provisions of Section 11, but the Collateral Agent shall have no duty to the 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. The Pledgor hereby grants to the Collateral Agent an irrevocable proxy, exercisable upon the occurrence and continuation of an Actionable Default, to vote, or to give a written consent with respect to, all of the Pledged Stock so as to effectuate the provisions of this Section 7(a).

Rights of the Collateral Agent. (a) If an Event of Default shall occur and be continuingthe Collateral Agent shall give notice of its intent to exercise such right to the Pledgor, (i) the Collateral Agent shall have the right to receive and shall receive any and all cash distributions or dividends paid in respect of the Collateral Pledged Stock and make application thereof to the Secured Obligations in such the order as it may determine, set forth in Section 7 of the Intercreditor Agreement and (ii) to the extent permitted by applicable law, all shares or certificates of or evidencing the Interests and the Pledged Stock shall be registered in the name of the Collateral Agent or its nominee, and (whether or not so registered) the Collateral Agent or its nominee may thereafter exercise (A) all voting, corporate, member, manager corporate and other rights pertaining to the Interests or the such shares of the Pledged Stock, as Stock at any meeting of shareholders of the case may beapplicable Issuer, and (B) any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining to the Interests or such shares of the Pledged Stock, as the case may be, Stock as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Interests or the Pledged Stock interests upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any of the Subsidiariesapplicable Issuer or, or upon the exercise by any the Pledgor or the Collateral Agent of any right, privilege or option pertaining to such shares or certificates of or evidencing the Interests or the Pledged Stock, and in connection therewith, the right to deposit and deliver any and all of the Interests or the Pledged Stock 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 Collateral Agent shall have no duty to the 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.

Rights of the Collateral Agent. (a) If an Event of Default shall occur and be continuing, continuing and the Collateral Agent shall give notice of its intent to exercise such rights to any Pledgor: (i) the Collateral Agent shall have the right to receive and shall receive any and all cash dividends or other cash distributions or dividends paid in respect of the Pledged Collateral and make application thereof to the Obligations in such the order as it may determine, provided in Section 8(a) and (ii) to at the extent permitted by applicable lawrequest of the Collateral Agent, all shares or certificates of or evidencing the Pledged Stock, all Pledged LLC Interests and the all Pledged Stock Partnership Interests shall be registered in the name of the Collateral Agent or its nominee, and (whether or not so registered) the Collateral Agent or its nominee may thereafter exercise (A) all voting, corporate, member, manager and corporate or other rights pertaining to the Interests or the such shares of Pledged Stock at any meeting of shareholders of any of the Issuers or otherwise; (B) all members rights, powers and privileges with respect to the Pledged StockLLC Interests to the same extent as a member under the applicable 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 case may be, applicable Partnership Agreement; and (BD) any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining to the Interests or such shares of the Pledged Stock, as the case may be, Collateral as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Interests or the Pledged Stock Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or company structure of any of the SubsidiariesIssuers, or upon the exercise by any Pledgor or the Collateral Agent of any right, privilege or option pertaining to such shares or certificates interests of or evidencing the Interests or the Pledged StockCollateral, and in connection therewith, the right to deposit and deliver any and all of the Interests or the Pledged Stock 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 Collateral Agent shall have no duty to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.

Rights of the Collateral Agent. (a) If an Event of Default shall occur and be continuingthe Collateral Agent shall give notice of its intent to exercise such right to the Pledgor, (i) the Collateral Agent shall have the right to receive and shall receive any and all cash distributions or dividends paid in respect of the Collateral Pledged Stock and make application thereof to the Secured Obligations in such the order as it may determine, set forth in Section 7 of the Intercreditor Agreement and (ii) to the extent permitted by applicable law, all shares or certificates of or evidencing the Interests and the Pledged Stock shall be registered in the name of the Collateral Agent or its nominee, and (whether or not so registered) the Collateral Agent or its nominee may thereafter exercise (A) all voting, corporate, member, manager corporate and other rights pertaining to the Interests or the such shares of the Pledged Stock, as Stock at any meeting of shareholders of the case may beapplicable Issuer, and (B) any and all rights of conversion, exchange, 6 subscription and any other rights, privileges or options pertaining to the Interests or such shares of the Pledged Stock, as the case may be, Stock as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Interests or the Pledged Stock interests upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any of the Subsidiariesapplicable Issuer or, or upon the exercise by any the Pledgor or the Collateral Agent of any right, privilege or option pertaining to such shares or certificates of or evidencing the Interests or the Pledged Stock, and in connection therewith, the right to deposit and deliver any and all of the Interests or the Pledged Stock 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 Collateral Agent shall have no duty to the 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.

Rights of the Collateral Agent. (a) If an Event of Default shall occur and be continuing, continuing and the Collateral Agent shall give notice of its intent to exercise such rights to Pledgor: (i) the Collateral Agent shall have the right to receive and shall receive any and all cash dividends or other cash distributions or dividends paid in respect of the Pledged Collateral (other than with respect to any Incentive Distribution Rights) and make application thereof to the Obligations in such the order as it may determine, provided in Section 8(a) and (ii) to at the extent permitted by applicable lawrequest of the Collateral Agent, all shares or certificates of or evidencing the Interests and the Pledged Stock Partnership Interests shall be registered in the name of the Collateral Agent or its nominee, and (whether or not so registered) the Collateral Agent or its nominee may thereafter exercise (A) all votingpartnership rights, corporate, member, manager powers and other rights pertaining privileges with respect to the Pledged Partnership Interests or to the shares of same extent as a partner under the Pledged Stock, as the case may be, applicable Partnership Agreement; and (B) any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining to the Interests or such shares of the Pledged Stock, as the case may be, Collateral as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Interests or the Pledged Stock Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or company structure of any of the SubsidiariesPartnership, or upon the exercise by any the Pledgor or the Collateral Agent of any right, privilege or option pertaining to such shares or certificates interests of or evidencing the Interests or the Pledged StockCollateral, and in connection therewith, the right to deposit and deliver any and all of the Interests or the Pledged Stock 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 Collateral Agent shall have no duty to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.

Rights of the Collateral Agent. (a) If an Event of Default shall ------------------------------- occur and be continuing, (i) promptly upon receipt of notice thereof by any Pledgor from the Collateral Agent and without any request therefor by the Collateral Agent, such Pledgor shall have deliver to the right to receive and shall receive Collateral Agent any and all cash distributions or dividends thereafter paid in respect of the Pledged Stock and the Collateral and Agent may make application thereof to the Obligations in such the order as it may determineprovided in Section 6.10 of the Indenture, and (ii) to the extent permitted by applicable law, all shares or certificates of or evidencing the Interests and the Pledged Stock shall be registered in the name of the Collateral Agent or its nominee, and (whether or not so registered) the Collateral Agent or its nominee may thereafter exercise (A) all voting, corporate, member, manager corporate and other rights pertaining to the Interests or the shares of the Pledged Stock, as the case may be, and (B) any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining to the Interests or such shares of the Pledged Stock, as the case may be, Stock as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Interests or the Pledged Stock upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any of the SubsidiariesIssuers, or upon the exercise by any Pledgor or the Collateral Agent of any right, privilege or option pertaining to such shares or certificates of or evidencing the Interests or the Pledged Stock, and in connection therewith, the right to deposit and deliver any and all of the Interests or the Pledged Stock 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 Collateral Agent shall have no duty to 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.

Rights of the Collateral Agent. (a) If an Event of Default shall occur and be continuing, (i) the Collateral Agent shall have the right to receive and shall receive any and all cash distributions or dividends paid in respect of the Collateral and make application thereof to the Obligations in such order as it may determine, and (ii) to the extent permitted by applicable law, all shares or certificates of or evidencing the Interests and the Pledged Stock shall be registered in the name of the Collateral Agent or its nominee, and (whether or not so registered) the Collateral Agent or its nominee may thereafter exercise (A) all voting, corporate, member, manager and other rights pertaining to the Interests or the shares of the Pledged Stock, as the case may be, and (B) any and all rights of conversion, exchange, subscription and any other SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT rights, privileges or options pertaining to the Interests or such shares of the Pledged Stock, as the case may be, as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Interests or the Pledged Stock upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the structure of any of the Subsidiaries, or upon the exercise by any the Pledgor or the Collateral Agent of any right, privilege or option pertaining to such shares or certificates of or evidencing the Interests or the Pledged Stock, and in connection therewith, the right to deposit and deliver any and all of the Interests or the Pledged Stock 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 Collateral Agent shall have no duty to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.