Common use of Rights and Obligations of Collateral Agent Clause in Contracts

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 Securities, it is understood and, to the extent permitted by applicable law, agreed that: (i) the Shares are customarily sold on a recognized market and, accordingly, pursuant to Section 9-610(c)(2) of the UCC the Collateral Agent shall have the right to effectuate the foregoing by purchasing the Shares at a private disposition and may credit bid some or all of Pledgor’s payment and delivery obligations under the Contract in connection with any such private disposition, (ii) for purposes of any such sale, it will be commercially reasonable for the Collateral Agent to utilize the closing price on the trading day immediately preceding the date of such purchase in establishing the purchase price of the Shares at such private sale and (iii) as the Shares are customarily sold on a recognized market, pursuant to Section 9-611(d) of the UCC no prior notice of such sale shall be required; provided, however, that the Collateral Agent shall give Pledgor prompt written notice following any such sale.

Rights and Obligations of Collateral Agent. (a) If an a Collateral Event Acceleration upon Event of Default shall have occurred, the Collateral Agent will, subject to Section 7.1(c) and to the extent permitted by law, have the right to (X) foreclose on the Collateral, including by purchasing exchanging for ADSs all of the Ordinary Shares (and other securities, property or assets then represented by ADSs) that are then pledged, assigned or otherwise subject to the security interest hereunder (and, for such purpose, the Collateral Agent shall be entitled, without limitation, to complete and date any undated share transfer certificate in respect of any Ordinary Shares provided to the Collateral Agent pursuant to Section 5.4 and/or any other document pursuant to the RO Undertaking and present such share transfer certificate or other document to the Company, Xxxxxx or any other Person) and purchase the resulting ADSs 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 disposition, and to distribute the Sharesresulting ADSs, together with any other type of Exchange Property then pledged, assigned or otherwise subject to the security interest hereunderhereunder (and, for the avoidance of doubt, not required to be deposited with the ADS Depositary in order to obtain the ADSs referred to above), 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 ADSs 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 ADSs 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)ADSs, for whatever reason, following its commercially reasonable efforts to enforce its rights under the ADS Procedures Agreement, or 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 7.3therewith. In furtherance of the foregoing and to facilitate the delivery of the Shares ADSs to the holders of Trust Securities, it is understood and, to the extent permitted by applicable law, agreed that: (i) the Shares ADSs are customarily sold on a recognized market and, accordingly, pursuant to Section 9-610(c)(29- 611(c)(2) of the UCC the Collateral Agent shall have the right to effectuate the foregoing by converting Ordinary Shares that form part of the Collateral into ADSs and purchasing the Shares resulting ADSs at a private disposition and may credit bid some or all of Pledgor’s payment and delivery obligations under the Contract in connection with any such private disposition, (ii) for purposes of any such sale, it will be commercially reasonable for the Collateral Agent to utilize the closing price on the trading day immediately preceding the date of such purchase in establishing the purchase price of the Shares ADSs at such private sale and (iii) as the Shares ADSs are customarily sold on a recognized market, pursuant to Section 9-611(d) of the UCC no prior notice of such sale shall be required; provided, however, that the Collateral Agent shall give Pledgor prompt written notice following any such sale.