Common use of Rights and Remedies of the Collateral Clause in Contracts

Rights and Remedies of the Collateral. Agent (a) In addition to the rights and remedies specified in Section 5.5 hereof or otherwise available at law or in equity, after an event of default (as specified in Section 7.1(b) below) hereunder, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the UCC (whether or not the UCC is in effect in the jurisdiction where the rights and remedies are asserted) and the TRADES Regulations and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted. Without limiting the generality of the foregoing, such remedies may include, to the extent permitted by applicable law, (i) retention of the Pledged Senior Notes, Pledged Treasury Portfolio Interest or Pledged Treasury Securities in full satisfaction of the Holders' obligations under the Purchase Contracts or (ii) sale of the Pledged Senior Notes, Pledged Treasury Portfolio Interest or Pledged Treasury Securities in one or more public or private sales. (b) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent, in the event the Collateral Agent is unable to make payments to the Company on account of principal payments of any Pledged Treasury Securities or Pledged Treasury Portfolio Interest as provided in Section 3 hereof, in satisfaction of the Obligations of the Holder of the Securities of which such Pledged Treasury Securities or Pledged Treasury Portfolio Interest are a part under the related Purchase Contracts, the inability to make such payments shall constitute an event of default hereunder and the Collateral Agent shall have and may exercise, with reference to such Pledged Treasury Securities or Pledged Treasury Portfolio Interest, as applicable, and such Obligations of such Holder, any and all of the rights and remedies available to a secured party under the UCC and the TRADES Regulations after default by a debtor, and as otherwise granted herein or under any other law. (c) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent, the Collateral Agent is hereby irrevocably authorized to receive and collect all payments of (i) the principal amount of the Pledged Senior Notes, (ii) the principal amount of the Pledged Treasury Securities and (iii) the principal amount of the Pledged Treasury Portfolio Interest, subject, in each case, to the provisions of Section 3 hereof, and as otherwise granted herein. (d) The Purchase Contract Agent and each Holder of Securities agree that, from time to time, upon the written request of the Collateral Agent, the Purchase Contract Agent or such Holder shall execute and deliver such further documents and do such other acts and things as the Collateral Agent may reasonably request in order to maintain the Pledge, and the perfection and priority thereof, and to confirm the rights of the Collateral Agent hereunder. The Purchase Contract Agent shall have no liability to any Holder for executing any documents or taking any such acts requested by the Collateral Agent hereunder, except for liability for its own negligent acts, its own negligent failure to act or its own willful misconduct.

Rights and Remedies of the Collateral. Agent (a) In addition to the rights and remedies specified in Section 5.5 4.4 hereof or otherwise available at law or in equity, after an event of a default (as specified in Section 7.1(b) below) hereunder, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral collateral of a secured party under the UCC Uniform Commercial Code (or any successor thereto) as in effect in the State of New York from time to time (the “UCC”) (whether or not the UCC is in effect in the jurisdiction where the rights and remedies are asserted) and the TRADES Regulations and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted. Wherever reference is made in this Agreement to any Section of the UCC, such reference shall be deemed to include a reference to any provision of the UCC which is a successor to, or amendment of, such Section. Without limiting the generality of the foregoing, such remedies may include, to the extent permitted by applicable law, (i) retention of the Pledged Senior Notes, Pledged Treasury Portfolio Interest Applicable Ownership Interests in Debentures or Pledged Treasury Securities other Collateral in full satisfaction of the Holders' obligations under the Purchase Contracts or (ii) sale of the Pledged Senior Notes, Pledged Treasury Portfolio Interest Applicable Ownership Interests in Debentures or Pledged Treasury Securities other Collateral in one or more public or private salessales and application of the Proceeds in full satisfaction of the Holders' obligations under the Purchase Contracts. (b) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent, in the event the Collateral Agent is unable to make payments to the Company on account of the Pledged Applicable Ownership Interests in the Treasury Portfolio (as specified in clauses (i) or (ii) of the definition of the term “Applicable Ownership Interest in the Treasury Portfolio”) or on account of principal payments of any Pledged Treasury Securities or Pledged Treasury Portfolio Interest as provided in Section 3 hereof, Article III hereof in satisfaction of the Obligations obligations of the Holder of the Securities Equity Units of which such Pledged Treasury Securities Securities, or the Pledged Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (i) of the definition of the term “Applicable Ownership Interest are in the Treasury Portfolio”), as applicable, is a part under the related Purchase Contracts, the inability to make such payments shall constitute an event of a default hereunder under the related Purchase Contracts and the Collateral Agent shall have and may exercise, with reference to such Pledged Treasury Securities Securities, or such Pledged Applicable Ownership Interests in the Treasury Portfolio Interest(as specified in clauses (i) or (ii) of the definition of the term “Applicable Ownership Interest in the Treasury Portfolio”), as applicable, and such Obligations obligations of such Holder, any and all of the rights and remedies available to a secured party under the UCC and the TRADES Regulations after default by a debtor, and as otherwise granted herein or under any other law. (c) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent, the Collateral Agent is hereby irrevocably authorized to receive and collect all payments of (i) principal of, or interest on, the principal amount of Debentures underlying the Pledged Senior NotesApplicable Ownership Interests in Debentures, (ii) the principal amount of the Pledged Treasury Securities and Securities, or (iii) the principal amount of Pledged Applicable Ownership Interests in the Pledged Treasury Portfolio InterestPortfolio, subject, in each case, to the provisions of Section 3 Article III hereof, and as otherwise granted provided herein. (d) The Purchase Contract Agent individually and as attorney‑in‑fact for each Holder of Securities agree Equity Units agrees that, from time to time, upon the written request of the Collateral Agent, the Purchase Contract Agent or such Holder it shall execute and deliver such further documents and do such other acts and things as the Collateral Agent may reasonably request in order to maintain the Pledge, and the perfection and priority thereof, and to confirm the rights of the Collateral Agent hereunder. The Purchase Contract Agent shall have no liability to any Holder for executing any documents or taking any such acts requested by the Collateral Agent hereunder, except for liability for its own negligent actsact, its own negligent failure to act or its own willful misconduct.

Rights and Remedies of the Collateral. Agent (a) In addition to the rights and remedies specified in Section 5.5 4.4 hereof or otherwise available at law or in equity, after an event of a default (as specified in Section 7.1(b) below) hereunder, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral collateral of a secured party under the UCC Uniform Commercial Code (or any successor thereto) as in effect in the State of New York from time to time (the “UCC”) (whether or not the UCC is in effect in the jurisdiction where the rights and remedies are asserted) and the TRADES Regulations and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted. Wherever reference is made in this Agreement to any Section of the UCC, such reference shall be deemed to include a reference to any provision of the UCC which is a successor to, or amendment of, such Section. Without limiting the generality of the foregoing, such remedies may include, to the extent permitted by applicable law, (i) retention of the Pledged Senior Notes, Pledged Treasury Portfolio Interest Applicable Ownership Interests in Debentures or Pledged Treasury Securities other Collateral in full satisfaction of the Holders' ’ obligations under the Purchase Contracts or (ii) sale of the Pledged Senior Notes, Pledged Treasury Portfolio Interest Applicable Ownership Interests in Debentures or Pledged Treasury Securities other Collateral in one or more public or private salessales and application of the Proceeds in full satisfaction of the Holders’ obligations under the Purchase Contracts. (b) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent, in the event the Collateral Agent is unable to make payments to the Company on account of the Pledged Applicable Ownership Interests in the Treasury Portfolio (as specified in clauses (i) or (ii) of the definition of the term “Applicable Ownership Interest in the Treasury Portfolio”) or on account of principal payments of any Pledged Treasury Securities or Pledged Treasury Portfolio Interest as provided in Section 3 hereof, Article III hereof in satisfaction of the Obligations obligations of the Holder of the Securities Equity Units of which such Pledged Treasury Securities Securities, or the Pledged Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (i) of the definition of the term “Applicable Ownership Interest are in the Treasury Portfolio”), as applicable, is a part under the related Purchase Contracts, the inability to make such payments shall constitute an event of a default hereunder under the related Purchase Contracts and the Collateral Agent shall have and may exercise, with reference to such Pledged Treasury Securities Securities, or such Pledged Applicable Ownership Interests in the Treasury Portfolio Interest(as specified in clauses (i) or (ii) of the definition of the term “Applicable Ownership Interest in the Treasury Portfolio”), as applicable, and such Obligations obligations of such Holder, any and all of the rights and remedies available to a secured party under the UCC and the TRADES Regulations after default by a debtor, and as otherwise granted herein or under any other law. (c) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent, the Collateral Agent is hereby irrevocably authorized to receive and collect all payments of (i) principal of, or interest on, the principal amount of Debentures underlying the Pledged Senior NotesApplicable Ownership Interests in Debentures, (ii) the principal amount of the Pledged Treasury Securities and Securities, or (iii) the principal amount of Pledged Applicable Ownership Interests in the Pledged Treasury Portfolio InterestPortfolio, subject, in each case, to the provisions of Section 3 hereofArticle III, and as otherwise granted provided herein. (d) The Purchase Contract Agent individually and as attorney-in-fact for each Holder of Securities agree Equity Units agrees that, from time to time, upon the written request of the Collateral Agent, the Purchase Contract Agent or such Holder it shall execute and deliver such further documents and do such other acts and things as the Collateral Agent may reasonably request in order to maintain the Pledge, and the perfection and priority thereof, and to confirm the rights of the Collateral Agent hereunder. The Purchase Contract Agent shall have no liability to any Holder for executing any documents or taking any such acts requested by the Collateral Agent hereunder, except for liability for its own negligent actsact, its own negligent failure to act or its own willful misconduct.

Rights and Remedies of the Collateral. Agent (a) In addition to the rights and remedies specified in Section 5.5 4.4 hereof or otherwise available at law or in equity, after an event of a default (as specified in Section 7.1(b) below) hereunder, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the UCC Uniform Commercial Code (or any successor thereto) as in effect in the State of New York from time to time (the “UCC”) (whether or not the UCC is in effect in the jurisdiction where the rights and remedies are asserted) and the TRADES Regulations and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted. Wherever reference is made in this Agreement to any Section of the UCC, such reference shall be deemed to include a reference to any provision of the UCC which is a successor to, or amendment of, such Section. Without limiting the generality of the foregoing, such remedies may include, to the extent permitted by applicable law, (i) retention of the Pledged Senior Notes, Pledged Treasury Portfolio Interest Applicable Ownership Interests in Debentures or Pledged Treasury Securities other Collateral in full satisfaction of the Holders' ’ obligations under the Purchase Contracts or (ii) sale of the Pledged Senior Notes, Pledged Treasury Portfolio Interest Applicable Ownership Interests in Debentures or Pledged Treasury Securities other Collateral in one or more public or private salessales and application of the Proceeds in full satisfaction of the Holders’ obligations under the Purchase Contracts. (b) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent, in the event the Collateral Agent is unable to make payments to the Company on account of the Pledged Applicable Ownership Interests in the Treasury Portfolio (as specified in clauses (i) or (ii) of the definition of the term “Applicable Ownership Interest in the Treasury Portfolio”) or on account of principal payments of any Pledged Treasury Securities or Pledged Treasury Portfolio Interest as provided in Section 3 hereof, Article III hereof in satisfaction of the Obligations obligations of the Holder of the Securities Equity Units of which such Pledged Treasury Securities Securities, or the Pledged Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (i) of the definition of the term “Applicable Ownership Interest are in the Treasury Portfolio”), as applicable, is a part under the related Purchase Contracts, the inability to make such payments shall constitute an event of a default hereunder under the related Purchase Contracts and the Collateral Agent shall have and may exercise, with reference to such Pledged Treasury Securities Securities, or such Pledged Applicable Ownership Interests in the Treasury Portfolio Interest(as specified in clauses (i) or (ii) of the definition of the term “Applicable Ownership Interest in the Treasury Portfolio”), as applicable, and such Obligations obligations of such Holder, any and all of the rights and remedies available to a secured party under the UCC and the TRADES Regulations after default by a debtor, and as otherwise granted herein or under any other law. (c) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent, the Collateral Agent is hereby irrevocably authorized to receive and collect all payments of (i) principal of, or interest on, the principal amount of Debentures underlying the Pledged Senior NotesApplicable Ownership Interests in Debentures, (ii) the principal amount of the Pledged Treasury Securities and Securities, or (iii) the principal amount of Pledged Applicable Ownership Interests in the Pledged Treasury Portfolio InterestPortfolio, subject, in each case, to the provisions of Section 3 Article III hereof, and as otherwise granted provided herein. (d) The Purchase Contract Agent individually and as attorney-in-fact for each Holder of Securities agree Equity Units agrees that, from time to time, upon the written request of the Collateral Agent, the Purchase Contract Agent or such Holder it shall execute and deliver such further documents and do such other acts and things as the Collateral Agent may reasonably request in order to maintain the Pledge, and the perfection and priority thereof, and to confirm the rights of the Collateral Agent hereunder. The Purchase Contract Agent shall have no liability to any Holder for executing any documents or taking any such acts requested by the Collateral Agent hereunder, except for liability for its own negligent actsact, its own negligent failure to act or its own willful misconduct.

Rights and Remedies of the Collateral. Agent (a) In addition to the rights and remedies specified in Section 5.5 4.4 hereof or otherwise available at law or in equity, after an event of a default (as specified in Section 7.1(b) below) hereunder, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the UCC Uniform Commercial Code (or any successor thereto) as in effect in the State of New York from time to time (the “UCC”) (whether or not the UCC is in effect in the jurisdiction where the rights and remedies are asserted) and the TRADES Regulations and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted. Wherever reference is made in this Agreement to any Section of the UCC, such reference shall be deemed to include a reference to any provision of the UCC which is a successor to, or amendment of, such Section. Without limiting the generality of the foregoing, such remedies may include, to the extent permitted by applicable law, (i) retention of the Pledged Senior Notes, Pledged Treasury Portfolio Interest Applicable Ownership Interests in Debentures or Pledged Treasury Securities other Collateral in full satisfaction of the Holders' ’ obligations under the Purchase Contracts or (ii) sale of the Pledged Senior Notes, Pledged Treasury Portfolio Interest Applicable Ownership Interests in Debentures or Pledged Treasury Securities other Collateral in one or more public or private salessales and application of the Proceeds in full satisfaction of the Holders’ obligations under the Purchase Contracts. (b) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent, in the event the Collateral Agent is unable to make payments to the Company on account of the Pledged Applicable Ownership Interests in the Treasury Portfolio (as specified in clauses (i) or (ii) of the definition of the term “Applicable Ownership Interest in the Treasury Portfolio”) or on account of principal payments of any Pledged Treasury Securities or Pledged Treasury Portfolio Interest as provided in Section 3 hereof, Article III hereof in satisfaction of the Obligations obligations of the Holder of the Securities Equity Units of which such Pledged Treasury Securities Securities, or the Pledged Applicable Ownership Interests in the Treasury Portfolio (as specified in clause (i) of the definition of the term “Applicable Ownership Interest are in the Treasury Portfolio”), as applicable, is a part under the related Purchase Contracts, the inability to make such payments shall constitute an event of a default hereunder under the related Purchase Contracts and the Collateral Agent shall have and may exercise, with reference to such Pledged Treasury Securities Securities, or such Pledged Applicable Ownership Interests in the Treasury Portfolio Interest(as specified in clauses (i) or (ii) of the definition of the term “Applicable Ownership Interest in the Treasury Portfolio”), as applicable, and such Obligations obligations of such Holder, any and all of the rights and remedies available to a secured party under the UCC and the TRADES Regulations after default by a debtor, and as otherwise granted herein or under any other law. (c) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent, the Collateral Agent is hereby irrevocably authorized to receive and collect all payments of (i) principal of, or interest on, the principal amount of Debentures underlying the Pledged Senior NotesApplicable Ownership Interests in Debentures, (ii) the principal amount of the Pledged Treasury Securities and Securities, or (iii) the principal amount of Pledged Applicable Ownership Interests in the Pledged Treasury Portfolio InterestPortfolio, subject, in each case, to the provisions of Section 3 Article III hereof, and as otherwise granted provided herein. (d) The Purchase Contract Agent individually and as attorney‑in‑fact for each Holder of Securities agree Equity Units agrees that, from time to time, upon the written request of the Collateral Agent, the Purchase Contract Agent or such Holder Holder, it shall execute and deliver such further documents and do such other acts and things as the Collateral Agent may reasonably request in order to maintain the Pledge, and the perfection and priority thereof, and to confirm the rights of the Collateral Agent hereunder. The Purchase Contract Agent shall have no liability to any Holder for executing any documents or taking any such acts requested by the Collateral Agent hereunder, except for liability for its own negligent actsact, its own negligent failure to act or its own willful misconduct.