Rights and Obligations of Collateral Agent. (a) If an Acceleration upon Event of Default shall have occurred, the Collateral Agent will, to the extent permitted by law, have the right to (X) foreclose on the Collateral, including by purchasing the Shares at a private disposition by credit bidding some or all of Pledgor’s payment and delivery obligations under the Contract in connection with any such private disposition and to distribute the Shares, together with any other type of Exchange Property then pledged, assigned or otherwise subject to the security interest hereunder, to the Purchaser for distribution to the holders of the Trust Securities then outstanding and/or (Y) without notice to Pledgor, (I) hold and re-register any amount of the Collateral in a name other than Pledgor’s, and pledge, repledge, hypothecate, rehypothecate, sell, lend, or otherwise transfer (in each case, to any other person or entity) or use any amount of the Collateral, separately or together with other assets or other amounts of the Collateral, with all attendant rights of ownership (including the right to vote securities) and without retaining in its possession and control a like amount of similar Collateral, (II) use or invest cash Collateral at the Collateral Agent’s own risk and (III) in the case of either clause (I) or (II), net its return obligation under this Agreement (which will be satisfied by delivering securities or other financial assets of the same issuer, class and quantity as the Collateral initially transferred) against Pledgor’s payment and delivery obligations under the Contract (but not, in any case, whether pursuant to clause (X) or (Y), in an amount in excess of the total number or amount of Shares or other Exchange Property (or the value thereof) deliverable in the aggregate by Pledgor under the Contract at such time, with the remainder released to Pledgor); provided that if the Collateral Agent does not receive Shares to deliver to the Purchaser or is not permitted by applicable law to distribute or transfer such Shares as contemplated by clauses (X) or (Y), for whatever reason, to the extent the Collateral then comprises any Exchange Property that is not customarily sold on a recognized market, it will, to the extent permitted by applicable law, sell the Collateral (or such Exchange Property) pursuant to Section 7.3 and distribute the net proceeds thereof in accordance with Section 7.3. In furtherance of the foregoing and to facilitate the delivery of the Shares to the holders of Trust Securiti...
Rights and Obligations of Collateral Agent
