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. (b) In addition, if an Acceleration upon Event of Default shall have occurred, the Collateral Agent may, subject to Section 7.1(a), exercise on behalf of Purchaser all the rights of a secured party under the UCC (whether or not in effect in the jurisdiction where such rights are exercised), and, in addition, to the extent permitted by applicable law and without being required to give any notice (except as provided in this Agreement or as may be required by mandatory provisions of law), may: (i) deliver all Collateral consisting of Shares or Marketable Securities or other Exchange Property (but not, in any case, in excess of the total number or amount of such Exchange Securities or Exchange Property deliverable by Pledgor under the Contract at such time, with the remainder released to Pledgor) to, or upon the order of, Purchaser on or after the date of such Acceleration upon Event of Default, whereupon Purchaser shall hold such Shares or Marketable Securities or other Exchange Property absolutely free from any claim or right of whatsoever kind (other than restrictions imposed by applicable securities laws, Permitted Transfer Restrictions or Liens created by the constituent documents of the issuer of any securities forming part of the Exchange Property), including any equity or right of redemption of Pledgor which may be waived, and Pledgor, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any law now existing or hereafter adopted; and (ii) if such delivery shall be impermissible or insufficient to satisfy in full all of the obligations of Pledgor under the Contract, sell all of the remaining Collateral, or such lesser portion of the remaining Collateral as may be necessary to generate proceeds sufficient to satisfy in full all of the obligations of Pledgor under the Contract, at public or private sale or at any broker’s board or on any securities exchange, for Cash, upon credit or for future delivery, and at such price or prices as the Collateral Agent may deem satisfactory. Pledgor covenants and agrees that it will execute and deliver such documents and take such other action as the Collateral Agent deems necessary or advisable in order that any such sales may be made with the least amount of costs and taxes and in compliance with law. Upon any such sale the Collateral Agent shall have the right to deliver, assign and transfer the Collateral so sold to the purchaser of such Collateral. Each purchaser at any such sale shall hold the Collateral so sold absolutely and free from any claim or right of whatsoever kind (other than any restrictions imposed by applicable securities laws, Permitted Transfer Restrictions or Liens created by the constituent documents of the issuer of any securities forming part of the Exchange Property), including any equity or right of redemption of Pledgor which may be waived, and Pledgor, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any law now existing or hereafter adopted. The notice (if any) of such sale required by Article 9 of the UCC shall (1) in case of a public sale, state the time and place fixed for such sale, (2) in case of sale at a broker’s board or on a securities exchange, state the board or exchange at which such sale is to be made and the day on which the Collateral, or the portion of such Collateral so being sold, will first be offered for sale at such board or exchange, and (3) in the case of a private sale, state the day after which such sale may be consummated. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix in the notice of such sale. At any such sale the Collateral may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may determine. The Collateral Agent shall not be obligated to make any such sale pursuant to any such notice. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the same may be so adjourned. In case of any sale of all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the selling price is paid by the purchaser of such Collateral, but the Collateral Agent shall not incur any liability in case of the failure of such purchaser to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may again be sold upon like notice. The Collateral Agent, instead of exercising the power of sale conferred upon it in this Agreement, may proceed by a suit or suits at law or in equity to foreclose the security interests and sell the Collateral, or any portion of such Collateral, under a judgment or decree of a court or courts of competent jurisdiction. (c) Notwithstanding anything to the contrary in this Agreement or the Contract, the Collateral Agent’s exercise of remedies under this Section 7.1 and Section 2.1 shall be subject to the limitations set forth in Section 2.3(c) of the Contract mutatis mutandis.

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. (b) In addition, if an a Collateral Event Acceleration upon Event of Default shall have occurred, the Collateral Agent may, subject to subject to Section 7.1(a) and to Section 7.1(c), exercise on behalf of Purchaser all the rights of a secured party under the UCC (whether or not in effect in the jurisdiction where such rights are exercised)) and under applicable Cayman Islands law, and, in addition, to the extent permitted by applicable law and without being required to give any notice (except as provided in this Agreement or as may be required by mandatory provisions of law), may: (i) in the case of a Collateral Event of Default pursuant to clause (vi) of the definition thereof, if the Required Pledged Assets include Required ADS Deposit Property and Pledgor shall have failed to make such deposit, deposit with the ADS Depositary the number or amount of Required ADS Deposit Property required to be deposited with the ADS Depositary in order to receive the number of ADSs that Pledgor shall have failed to deliver, (ii) deliver all Collateral consisting of Ordinary Shares (in the form of ADSs following exchange of such Ordinary Shares for ADSs in accordance with the ADS Procedures Agreement) or Marketable Securities or other Exchange Property (but not, in any case, in excess of the total number or amount of such Exchange Securities or Exchange Property deliverable by Pledgor under the Contract at such time, with the remainder released to Pledgor) to, or upon the order of, Purchaser on or after the date of such Acceleration upon Collateral Event of DefaultAcceleration, whereupon Purchaser shall hold such Shares ADSs or Marketable Securities or other Exchange Property absolutely free from any claim or right of whatsoever kind (other than any Existing Transfer Restrictions, other restrictions imposed by applicable securities laws, Permitted Transfer Restrictions laws or Liens created by the constituent documents of the issuer “issuer” of any securities forming part of the Exchange PropertyProperty or the Deposit Agreement (or similar agreements)), including any equity or right of redemption of Pledgor which may be waived, and Pledgor, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any law now existing or hereafter adopted; and (iiiii) if such delivery shall be impermissible or insufficient to satisfy in full all of the obligations of Pledgor under the Contract, sell all of the remaining Collateral, or such lesser portion of the remaining Collateral as may be necessary to generate proceeds sufficient to satisfy in full all of the obligations of Pledgor under the Contract, at public or private sale or at any broker’s board or on any securities exchange, for Cash, upon credit or for future delivery, and at such price or prices as the Collateral Agent may deem satisfactory. Pledgor covenants and agrees that it will execute and deliver such documents and take such other action as the Collateral Agent deems necessary or advisable in order that any such sales may be made with the least amount of costs and taxes and in compliance with law. Upon any such sale the Collateral Agent shall have the right to deliver, assign and transfer the Collateral so sold to the purchaser of such CollateralCollateral (and, for such purpose, in the case of Collateral consisting of Ordinary Shares, the Collateral Agent shall be entitled, without limitation, to execute, complete and/or date any share transfer certificate in respect of any Ordinary Shares provided to the Collateral Agent pursuant to Section 5.4 or otherwise 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). Each purchaser at any such sale shall hold the Collateral so sold absolutely and free from any claim or right of whatsoever kind (other than any Existing Transfer Restrictions, other restrictions imposed by applicable securities laws, Permitted Transfer Restrictions laws or Liens created by the constituent documents of the issuer “issuer” of any securities forming part of the Exchange PropertyProperty or the Deposit Agreement (or similar agreements)), including any equity or right of redemption of Pledgor which may be waived, and Pledgor, to the extent permitted by law, hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any law now existing or hereafter adopted. The notice (if any) of such sale required by Article 9 of the UCC shall (1) in case of a public sale, state the time and place fixed for such sale, (2) in case of sale at a broker’s board or on a securities exchange, state the board or exchange at which such sale is to be made and the day on which the Collateral, or the portion of such Collateral so being sold, will first be offered for sale at such board or exchange, and (3) in the case of a private sale, state the day after which such sale may be consummated. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix in the notice of such sale. At any such sale the Collateral may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may determine. The Collateral Agent shall not be obligated to make any such sale pursuant to any such notice. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the same may be so adjourned. In case of any sale of all or any part of the Collateral on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the selling price is paid by the purchaser of such Collateral, but the Collateral Agent shall not incur any liability in case of the failure of such purchaser to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may again be sold upon like notice. The Collateral Agent, instead of exercising the power of sale conferred upon it in this Agreement, may proceed by a suit or suits at law or in equity to foreclose the security interests and sell the Collateral, or any portion of such Collateral, under a judgment or decree of a court or courts of competent jurisdiction. (c) Notwithstanding anything to the contrary in this Agreement or the Contractherein, the Collateral Agent’s exercise of remedies under this Section 7.1 and Section 2.1 Agent shall be subject permitted to exercise remedies in respect of the Parent Reimbursement Agreement and the Ultimate Parent Reimbursement Agreement only if a Collateral Event of Default pursuant to clause (vii) or (viii) of the definition thereof shall have occurred and be continuing, and the sole remedy of the Collateral Agent in respect of the Parent Reimbursement Agreement and the Ultimate Parent Reimbursement Agreement shall in all cases be to enforce the rights of Pledgor or Parent, as applicable, to reimbursement thereunder. For the avoidance of doubt, the Collateral Agent may enforce the rights of Pledgor and/or Parent to such respective reimbursements immediately upon the occurrence of a Collateral Event of Default pursuant to clause (vii) of the definition thereof, without regard to the limitations cure period set forth in Section 2.3(cclause (viii)(y) of the Contract mutatis mutandisdefinition thereof.