Common use of Rights After Event of Default Clause in Contracts

Rights After Event of Default. (a) Upon the occurrence and during the continuance of any Event of Default (unless Administrative Agent has waived such Event of Default by written instrument signed by a duly authorized officer of Administrative Agent), Administrative Agent shall have all of the rights and remedies of a secured party upon default under the Uniform Commercial Code as adopted in the State of New York, (as amended and in effect from time to time, the "UCC") in addition to which Administrative Agent may sell or otherwise dispose of the Collateral and/or enforce and collect the Collateral for application towards (but not necessarily in complete satisfaction of) the Obligations in accordance with the provisions of the Credit Agreement. Without limitation to the foregoing, upon the occurrence of during the continuance of an Event of Default, (i) the Administrative Agent shall have the right (A) to endorse, assign or otherwise transfer to or to register in the name of the Administrative Agent or any of its nominees or endorse for negotiation any or all of the Collateral, without any indication that such Collateral is subject to the security interest hereunder, (B) to receive any and all cash dividends, payments or other Proceeds paid in respect of the Collateral of each Pledgor and make application thereof to the Obligations in the order set forth in the Credit Agreement, (C) to exchange uncertificated Pledged Interests for certificated Pledged Interests and to exchange certificated Pledged Interests for certificates of larger or smaller denominations, for any purpose consistent with this Agreement (in each case to the extent such exchanges are permitted under the applicable Pledged Collateral Agreements or otherwise agreed upon by the Issuer that is the issuer of such Pledged Interests), and (D) if requested by the Administrative Agent, to be (or have its nominee or assignee be) admitted by each Issuer as a member or limited partner of such limited liability company or partnership, and (ii) each Pledgor shall, if requested by the Administrative Agent, promptly execute and deliver (or cause to be executed and delivered) to the Administrative Agent all such proxies, dividend payment orders and other instruments as the Administrative Agent may from time to time reasonably request (including stock powers registering any Pledged Interests in the name of the Administrative Agent or its nominee), and the Administrative Agent or its nominee may thereafter exercise (A) all voting, corporate and other rights pertaining to any Pledged Interests at any meeting of shareholders of the relevant issuer or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to any Pledged Interests as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of any Pledged Interests upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other organizational structure of any Issuer, or upon the exercise by a Pledgor or the Administrative Agent of any right, privilege or option pertaining to such Pledged Interests, and in connection therewith, the right to deposit and deliver any and all of such Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to 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 After Event of Default. (a) Upon the occurrence and during the continuance of any Event of Default (unless Administrative Agent has waived such Event of Default by written instrument signed by a duly authorized officer of Administrative Agent), Administrative Agent shall have all of the rights and remedies of a secured party upon default under the Uniform Commercial Code as adopted in the State of New York, (as amended and in effect from time to time, the "“UCC"”) in addition to which Administrative Agent may sell or otherwise dispose of the Collateral and/or enforce and collect the Collateral for application towards (but not necessarily in complete satisfaction of) the Obligations in accordance with the provisions of the Credit Agreement. Without limitation to the foregoing, upon the occurrence of and during the continuance of an Event of Default, (i) the Administrative Agent shall have the right (A) to endorse, assign or otherwise transfer to or to register in the name of the Administrative Agent or any of its nominees or endorse for negotiation any or all of the Collateral, without any indication that such Collateral is subject to the security interest hereunder, (B) to receive any and all cash dividends, payments or other Proceeds paid in respect of the Collateral of each Pledgor and make application thereof to the Obligations in the order set forth in the Credit Agreement, (C) to exchange uncertificated Pledged Interests for certificated Pledged Interests and to exchange certificated Pledged Interests for certificates of larger or smaller denominations, for any purpose consistent with this Agreement (in each case to the extent such exchanges are permitted under the applicable Pledged Collateral Agreements or otherwise agreed upon by the Issuer that is the issuer of such Pledged Interests), and (D) if requested by the Administrative Agent, to be (or have its nominee or assignee be) admitted by each Issuer as a member or limited partner of such limited liability company or partnership, and (ii) each Pledgor shall, if requested by the Administrative Agent, promptly execute and deliver (or cause to be executed and delivered) to the Administrative Agent all such proxies, dividend payment orders and other instruments as the Administrative Agent may from time to time reasonably request (including stock powers registering any Pledged Interests in the name of the Administrative Agent or its nominee), and the Administrative Agent or its nominee may thereafter exercise (A) all voting, corporate and other rights pertaining to any Pledged Interests at any meeting of shareholders of the relevant issuer or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to any Pledged Interests as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of any Pledged Interests upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other organizational structure of any Issuer, or upon the exercise by a Pledgor or the Administrative Agent of any right, privilege or option pertaining to such Pledged Interests, and in connection therewith, the right to deposit and deliver any and all of such Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to 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 After Event of Default. (a) Upon the occurrence and during the continuance of any Event of Default (unless Administrative Collateral Agent has waived such Event of Default by written instrument signed by a duly authorized officer of Administrative the Collateral Agent), Administrative the Collateral Agent shall have all of the rights and remedies of a secured party upon default under the Uniform Commercial Code as adopted in the State of New York, (as amended and in effect from time to time, the "UCC") UCC in addition to which Administrative the Collateral Agent may sell or otherwise dispose of the Collateral and/or enforce and collect the Collateral for application towards (but not necessarily in complete satisfaction of) the Obligations Senior Indebtedness in accordance with the provisions of the Credit Intercreditor Agreement for further application pursuant to the Loan Agreement. Without limitation to the foregoing, upon the occurrence of during the continuance of an Event of Default, (i) the Administrative Collateral Agent shall have the right (A) to endorse, assign or otherwise transfer to or to register in the name of the Administrative Collateral Agent or any of its nominees or endorse for negotiation any or all of the Collateral, without any indication that such Collateral is subject to the security interest hereunder, (B) to receive any and all cash dividends, payments or other Proceeds paid in respect of the Collateral of each Pledgor and make application thereof to in accordance with the Obligations in the order set forth in the Credit Intercreditor Agreement, (C) to exchange uncertificated Pledged Interests for certificated Pledged Interests and to exchange certificated Pledged Interests for certificates of larger or smaller denominations, for any purpose consistent with this Agreement (in each case to the extent such exchanges are permitted under the applicable Pledged Collateral Agreements or otherwise agreed upon by the Issuer that is the issuer of such Pledged Interests), and (D) if requested by the Administrative Collateral Agent, to be (or have its nominee or assignee be) admitted by each Issuer as a member or limited partner of such limited liability company or partnership, and (ii) each Pledgor shall, if requested by the Administrative Collateral Agent, promptly execute and deliver (or cause to be executed and delivered) to the Administrative Collateral Agent all such proxies, dividend payment orders and other instruments as the Administrative Collateral Agent may from time to time reasonably request (including stock powers registering any Pledged Interests in the name of the Administrative Collateral Agent or its nominee), and the Administrative Collateral Agent or its nominee may thereafter exercise (A) all voting, corporate and other rights pertaining to any Pledged Interests at any meeting of shareholders of the relevant issuer or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to any Pledged Interests as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of any Pledged Interests upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other organizational structure of any Issuer, or upon the exercise by a Pledgor or the Administrative Collateral Agent of any right, privilege or option pertaining to such Pledged Interests, and in connection therewith, the right to deposit and deliver any and all of such Collateral with any committee, depositary, transfer agentCollateral Agent, registrar or other designated agency upon such terms and conditions as the Administrative Collateral Agent may determine), all without liability except to account for property actually received by it, but the Administrative Collateral Agent shall have no duty to 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.