Common use of Rights of Agent Clause in Contracts

Rights of Agent. (a) If an Event of Default (as defined in the Credit Agreement) shall occur and be continuing, Agent shall have the right to receive any and all Distributions received or paid in respect of the Collateral and to make application thereof to the Debt, in such order as Agent, in its sole discretion, may elect, in accordance with the Loan Documents. If an Event of Default shall occur and be continuing, then all such Collateral, at Agent's option, shall be registered in the name of Agent or its nominee (if not already so registered), and Agent or its nominee may thereafter exercise (i) all voting, and all corporate, regular membership or general or limited partnership, as applicable, and other rights pertaining to the Collateral and (ii) any and all rights of conversion, exchange, and subscription and any other rights, privileges or options pertaining to the Collateral as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the organizational structure of any Pledged Borrower, as applicable, or upon the exercise by the Pledgors or Agent of any right, privilege or option pertaining to the Collateral, and in connection therewith, the right to deposit and deliver any and all of the Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine), all without liability except to account for property actually received by it, but Agent shall have no duty to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (b) The rights of Agent or the Lenders under this Agreement shall not be conditioned or contingent upon the pursuit by Agent of any right or remedy against any of the Pledgors or against any other Person which may be or become liable in respect of all or any part of the Debt or against any other security therefor, guarantee thereof or right of offset with respect thereto. Neither Agent nor any Lender shall be liable for any failure to demand, collect or realize upon all or any part of the Collateral or for any delay in doing so, nor shall Agent or any Lender be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Pledgors or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. (c) The Pledgors also authorize Agent, at any time and from time to time, to execute, in connection with the sale provided for in Section 8 or 9, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral. (d) The powers conferred on Agent hereunder are solely to protect Agent's interest in the Collateral and shall not impose any duty upon Agent or any Lender to exercise any such powers. Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither Agent nor any Lender or any of their respective officers, directors, employees shall be responsible to the Pledgors for any act or failure to act hereunder. (e) If any Pledgor fails to perform or comply with any of its agreements contained herein and Agent, as provided for by the terms of this Agreement, shall itself perform or comply, or otherwise cause performance or compliance, with such agreement, the expenses of Agent incurred in connection with such performance or compliance, together with interest at the Default Rate if such expenses are not paid within ten (10) days of demand, shall be payable by the Pledgors to Agent on demand and shall constitute obligations secured hereby.

Rights of Agent. (a) If Neither Agent nor Lenders --------------- shall be liable for failure to collect or realize upon the Obligations or any collateral security or guaranty therefor, or any part thereof, or for any delay in so doing, nor shall Agent or Lenders be under any obligation to take any action whatsoever with regard thereto. Any or all of the Pledged Shares hereunder may, if an Event of Default (as defined in the Credit Agreement) shall occur has occurred and be is continuing, Agent shall have the right with reasonably prompt subsequent notice to receive any and all Distributions received or paid in respect of the Collateral and to make application thereof to the DebtPledgor, in such order as Agent, in its sole discretion, may elect, in accordance with the Loan Documents. If an Event of Default shall occur and be continuing, then all such Collateral, at Agent's option, shall be registered in the name of Agent or its nominee (if not already so registered)nominee, on behalf of Lenders, and Agent or its nominee nominee, on behalf of Lenders, may thereafter thereafter, without notice, exercise (i) all voting, voting and all corporate, regular membership or general or limited partnership, as applicable, corporate rights at any meeting with respect to Subsidiaries and other rights pertaining to the Collateral and (ii) exercise any and all rights of conversion, exchange, and subscription and or any other rights, privileges or options pertaining to any of the Collateral Pledged Shares as if it were the absolute owner thereof (thereof, including, without limitation, the right to vote in favor of, and to exchange at its discretion any and all of the Collateral upon Pledged Shares upon, the merger, consolidation, reorganization, recapitalization or other fundamental change in the organizational structure of any Pledged Borrower, as applicable, readjustment with respect to Subsidiaries or upon the exercise by the Pledgors Pledgor or Agent Agent, on behalf of Lenders, of any right, privilege or option pertaining to any of the CollateralPledged Shares, and in connection therewith, the right to deposit and deliver any and all of the Collateral Pledged Shares with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it Agent may determine), all without liability except to account for property actually received by itAgent, on behalf of Lenders, but Agent shall have no duty to exercise any such rightof the aforesaid rights, privilege privileges or option options and shall not be responsible for any failure to do so or delay in so doing. (b) The rights of Agent or the Lenders under this Agreement shall not be conditioned or contingent upon the pursuit by Agent of any right or remedy against any of the Pledgors or against any other Person which may be or become liable in respect of all or any part of the Debt or against any other security therefor, guarantee thereof or right of offset with respect thereto. Neither Agent nor any Lender shall be liable for any failure to demand, collect or realize upon all or any part of the Collateral or for any delay in doing so, nor shall Agent or any Lender be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Pledgors or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. (c) The Pledgors also authorize Agent, at any time and from time to time, to execute, in connection with the sale provided for in Section 8 or 9, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral. (d) The powers conferred on Agent hereunder are solely to protect Agent's interest in the Collateral and shall not impose any duty upon Agent or any Lender to exercise any such powers. Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither Agent nor any Lender or any of their respective officers, directors, employees shall be responsible to the Pledgors for any act or failure to act hereunder. (e) If any Pledgor fails to perform or comply with any of its agreements contained herein and Agent, as provided for by the terms of this Agreement, shall itself perform or comply, or otherwise cause performance or compliance, with such agreement, the expenses of Agent incurred in connection with such performance or compliance, together with interest at the Default Rate if such expenses are not paid within ten (10) days of demand, shall be payable by the Pledgors to Agent on demand and shall constitute obligations secured hereby.

Rights of Agent. (a1) If an Event of Default (as defined in the Credit Agreement) shall occur have occurred and be continuing, Agent shall have the right to receive any and all cash dividends or Distributions received or other payments paid in respect of the Collateral and to make application thereof to the DebtNMLP Obligations, in such order as Agent, in its sole discretion, may elect. In connection therewith, in accordance with if an Event of Default shall have occurred and be continuing, the Loan Documents. Agent shall have the right to direct the issuer(s) of the Pledged Interests to pay all such cash dividends or Distributions or other payment directly to the Agent or as otherwise directed by the Agent. (2) If an Event of Default shall occur have occurred and be continuing, then any or all such CollateralPledged Interests (including, without limitation, any class of membership interest in the Holding Company) at Agent's option, option shall be registered in the name of Agent or its nominee (if not already so registered)nominee, and Agent or its nominee may thereafter exercise (ix) all voting, and all corporate, regular membership or general or limited partnership, as applicable, voting and other rights pertaining to the Collateral such Pledged Interests and (iiy) any and all rights of conversion, exchange, and subscription and any other rights, privileges or options pertaining to the Collateral such Pledged Interests as if it Agent were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Collateral Pledged Interests upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the organizational structure of any Pledged Borrower, as applicableNMLP, or upon the exercise by the Pledgors NMLP or Agent of any right, privilege or option pertaining to the Collateralsuch Pledged Interests, and in connection therewith, the right to deposit and deliver any and all of the Collateral Pledged Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine), all without liability except to account for property actually received by it, but Agent shall have no duty to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (b3) The rights of Agent or the Lenders under this Agreement hereunder shall not be conditioned or contingent upon the pursuit by Agent of any right or remedy against any of the Pledgors NMLP or against any other Person person or entity which may be or become liable in respect of all or any part of the Debt NMLP Obligations or against any other Collateral security therefor, guarantee thereof or right of offset with respect thereto. Neither Agent nor any Lender shall not be liable for any failure to demand, collect or realize upon all or any part of the Collateral or for any delay in doing so, nor shall Agent or any Lender it be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Pledgors NMLP or any other Person person or entity or to take any other action whatsoever with regard to the Collateral or any part thereof. (c) The Pledgors also authorize Agent, at any time and from time to time, to execute, in connection with the sale provided for in Section 8 or 9, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral. (d) The powers conferred on Agent hereunder are solely to protect Agent's interest in the Collateral and shall not impose any duty upon Agent or any Lender to exercise any such powers. Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither Agent nor any Lender or any of their respective officers, directors, employees shall be responsible to the Pledgors for any act or failure to act hereunder. (e) If any Pledgor fails to perform or comply with any of its agreements contained herein and Agent, as provided for by the terms of this Agreement, shall itself perform or comply, or otherwise cause performance or compliance, with such agreement, the expenses of Agent incurred in connection with such performance or compliance, together with interest at the Default Rate if such expenses are not paid within ten (10) days of demand, shall be payable by the Pledgors to Agent on demand and shall constitute obligations secured hereby.

Rights of Agent. (a) If an Event of Default (as defined in the Credit Agreement) shall occur and be continuing, Agent shall have the right to receive any and all Distributions income, cash dividends, distributions, proceeds or other property received or paid in respect of the Collateral Pledged Company Interests and to make application thereof to the Debt, in such order as Agent, in its sole discretion, may elect, in accordance with the Loan Documents. If an Event of Default shall occur and be continuing, then all such Collateral, Pledged Company Interests at Agent's ’s option, shall be registered in the name of Agent or its nominee (if not already so registered), and Agent or its nominee may thereafter exercise (i) all voting, and all corporate, regular membership or general or limited partnership, as applicable, liability company and other rights pertaining to the Collateral Pledged Company Interests and (ii) any and all rights of conversion, exchange, and subscription and any other rights, privileges or options pertaining to the Collateral such Pledged Company Interests as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Collateral Pledged Company Interests upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the organizational structure of any Pledged Borrower, as applicable, GA Tech Lessee or upon the exercise by the Pledgors Pledgor or Agent of any right, privilege or option pertaining to the Collateralsuch Pledged Company Interests, and in connection therewith, the right to deposit and deliver any and all of the Collateral Pledged Company Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine), all without liability except to account for property actually received by it, but Agent shall have no duty to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (b) The rights of Agent or the Lenders under this Agreement shall not be conditioned or contingent upon the pursuit by Agent of any right or remedy against any of the Pledgors or against any other Person which may be or become liable in respect of all or any part of the Debt or against any other security therefor, guarantee thereof or right of offset with respect thereto. Neither Agent nor any Lender shall be liable for any failure to demand, collect or realize upon all or any part of the Collateral or for any delay in doing so, nor shall Agent or any Lender be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Pledgors or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. (c) The Pledgors also authorize Agent, at any time and from time to time, to execute, in connection with the sale provided for in Section 8 or 9, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral. (d) The powers conferred on Agent hereunder are solely to protect Agent's interest in the Collateral and shall not impose any duty upon Agent or any Lender to exercise any such powers. Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither Agent nor any Lender or any of their respective officers, directors, employees shall be responsible to the Pledgors for any act or failure to act hereunder. (e) If any Pledgor fails to perform or comply with any of its agreements contained herein and Agent, as provided for by the terms of this Agreement, shall itself perform or comply, or otherwise cause performance or compliance, with such agreement, the expenses of Agent incurred in connection with such performance or compliance, together with interest at the Default Rate if such expenses are not paid within ten (10) days of demand, shall be payable by the Pledgors to Agent on demand and shall constitute obligations secured hereby.

Rights of Agent. (a) If an Event of Default (as defined in the Credit Agreement) shall occur and be continuing, Agent shall have the right to receive any and all Distributions income, cash dividends, distributions, proceeds or other property received or paid in respect of the Collateral Pledged Company Interests and to make application thereof to the Debt, in such order as Agent, in its sole discretion, may elect, in accordance with the Loan Documents. If an Event of Default shall occur and be continuing, then all such Collateral, Pledged Company Interests at Agent's ’s option, shall be registered in the name of Agent or its nominee (if not already so registered), and Agent or its nominee may thereafter exercise (i) all voting, and all corporate, regular membership or general or limited partnership, as applicable, liability company and other rights pertaining to the Collateral Pledged Company Interests and (ii) any and all rights of conversion, exchange, and subscription and any other rights, privileges or options pertaining to the Collateral such Pledged Company Interests as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Collateral Pledged Company Interests upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the organizational structure of any Pledged Borrower, as applicable, GA Tech Owner or upon the exercise by the Pledgors Pledgor or Agent of any right, privilege or option pertaining to the Collateralsuch Pledged Company Interests, and in connection therewith, the right to deposit and deliver any and all of the Collateral Pledged Company Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine), all without liability except to account for property actually received by it, but Agent shall have no duty to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (b) The rights of Agent or the Lenders under this Agreement shall not be conditioned or contingent upon the pursuit by Agent of any right or remedy against any of the Pledgors or against any other Person which may be or become liable in respect of all or any part of the Debt or against any other security therefor, guarantee thereof or right of offset with respect thereto. Neither Agent nor any Lender shall be liable for any failure to demand, collect or realize upon all or any part of the Collateral or for any delay in doing so, nor shall Agent or any Lender be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Pledgors or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. (c) The Pledgors also authorize Agent, at any time and from time to time, to execute, in connection with the sale provided for in Section 8 or 9, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral. (d) The powers conferred on Agent hereunder are solely to protect Agent's interest in the Collateral and shall not impose any duty upon Agent or any Lender to exercise any such powers. Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither Agent nor any Lender or any of their respective officers, directors, employees shall be responsible to the Pledgors for any act or failure to act hereunder. (e) If any Pledgor fails to perform or comply with any of its agreements contained herein and Agent, as provided for by the terms of this Agreement, shall itself perform or comply, or otherwise cause performance or compliance, with such agreement, the expenses of Agent incurred in connection with such performance or compliance, together with interest at the Default Rate if such expenses are not paid within ten (10) days of demand, shall be payable by the Pledgors to Agent on demand and shall constitute obligations secured hereby.

Rights of Agent. (a) If Neither Agent nor Lenders shall be --------------- liable for failure to collect or realize upon the Obligations or any collateral security or guaranty therefor, or any part thereof, or for any delay in so doing, nor shall Agent or Lenders be under any obligation to take any action whatsoever with regard thereto. Any or all of the Pledged Shares held by Agent hereunder may, if an Event of Default (as defined in the Credit Agreement) shall occur has occurred and be is continuing, Agent shall have the right with reasonably prompt subsequent notice to receive any and all Distributions received or paid in respect of the Collateral and to make application thereof to the DebtPledgor, in such order as Agent, in its sole discretion, may elect, in accordance with the Loan Documents. If an Event of Default shall occur and be continuing, then all such Collateral, at Agent's option, shall be registered in the name of Agent or its nominee (if not already so registered)nominee, on behalf of Lenders, and Agent or its nominee nominee, on behalf of Lenders, may thereafter thereafter, without notice, exercise (i) all voting, voting and all corporate, regular membership or general or limited partnership, as applicable, corporate rights at any meeting with respect to Subsidiaries and other rights pertaining to the Collateral and (ii) exercise any and all rights of conversion, exchange, and subscription and or any other rights, privileges or options pertaining to any of the Collateral Pledged Shares as if it were the absolute owner thereof (thereof, including, without limitation, the right to vote in favor of, and to exchange at its discretion any and all of the Collateral upon Pledged Shares upon, the merger, consolidation, reorganization, recapitalization or other fundamental change in the organizational structure of any Pledged Borrower, as applicable, readjustment with respect to Subsidiaries or upon the exercise by the Pledgors Pledgor or Agent Agent, on behalf of Lenders, of any right, privilege or option pertaining to any of the CollateralPledged Shares, and in connection therewith, the right to deposit and deliver any and all of the Collateral Pledged Shares with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it Agent may determine), all without liability except to account for property actually received by itAgent, on behalf of Lenders, but Agent shall have no duty to exercise any such rightof the aforesaid rights, privilege privileges or option options and shall not be responsible for any failure to do so or delay in so doing. (b) The rights of Agent or the Lenders under this Agreement shall not be conditioned or contingent upon the pursuit by Agent of any right or remedy against any of the Pledgors or against any other Person which may be or become liable in respect of all or any part of the Debt or against any other security therefor, guarantee thereof or right of offset with respect thereto. Neither Agent nor any Lender shall be liable for any failure to demand, collect or realize upon all or any part of the Collateral or for any delay in doing so, nor shall Agent or any Lender be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Pledgors or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. (c) The Pledgors also authorize Agent, at any time and from time to time, to execute, in connection with the sale provided for in Section 8 or 9, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral. (d) The powers conferred on Agent hereunder are solely to protect Agent's interest in the Collateral and shall not impose any duty upon Agent or any Lender to exercise any such powers. Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither Agent nor any Lender or any of their respective officers, directors, employees shall be responsible to the Pledgors for any act or failure to act hereunder. (e) If any Pledgor fails to perform or comply with any of its agreements contained herein and Agent, as provided for by the terms of this Agreement, shall itself perform or comply, or otherwise cause performance or compliance, with such agreement, the expenses of Agent incurred in connection with such performance or compliance, together with interest at the Default Rate if such expenses are not paid within ten (10) days of demand, shall be payable by the Pledgors to Agent on demand and shall constitute obligations secured hereby.

Rights of Agent. (a) If Neither Agent nor Lenders --------------- shall be liable for failure to collect or realize upon the Obligations or any collateral security or guaranty therefor, or any part thereof, or for any delay in so doing, nor shall Agent or Lenders be under any obligation to take any action whatsoever with regard thereto. Any or all of the Pledged Shares held by Agent hereunder may, if an Event of Default (as defined in the Credit Agreement) shall occur has occurred and be is continuing, Agent shall have the right with reasonably prompt subsequent notice to receive any and all Distributions received or paid in respect of the Collateral and to make application thereof to the DebtPledgors, in such order as Agent, in its sole discretion, may elect, in accordance with the Loan Documents. If an Event of Default shall occur and be continuing, then all such Collateral, at Agent's option, shall be registered in the name of Agent or its nominee (if not already so registered)nominee, on behalf of Lenders, and Agent or its nominee nominee, on behalf of Lenders, may thereafter thereafter, without notice, exercise (i) all voting, voting and all corporate, regular membership or general or limited partnership, as applicable, corporate rights at any meeting with respect to Subsidiaries and other rights pertaining to the Collateral and (ii) exercise any and all rights of conversion, exchange, and subscription and or any other rights, privileges or options pertaining to any of the Collateral Pledged Shares as if it were the absolute owner thereof (thereof, including, without limitation, the right to vote in favor of, and to exchange at its discretion any and all of the Collateral upon Pledged Shares upon, the merger, consolidation, reorganization, recapitalization or other fundamental change in the organizational structure of any Pledged Borrower, as applicable, readjustment with respect to Subsidiaries or upon the exercise by the Pledgors any Pledgor or Agent Agent, on behalf of Lenders, of any right, privilege or option pertaining to any of the CollateralPledged Shares, and in connection therewith, the right to deposit and deliver any and all of the Collateral Pledged Shares with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it Agent may determine), all without liability except to account for property actually received by itAgent, on behalf of Lenders, but Agent shall have no duty to exercise any such rightof the aforesaid rights, privilege privileges or option options and shall not be responsible for any failure to do so or delay in so doing. (b) The rights of Agent or the Lenders under this Agreement shall not be conditioned or contingent upon the pursuit by Agent of any right or remedy against any of the Pledgors or against any other Person which may be or become liable in respect of all or any part of the Debt or against any other security therefor, guarantee thereof or right of offset with respect thereto. Neither Agent nor any Lender shall be liable for any failure to demand, collect or realize upon all or any part of the Collateral or for any delay in doing so, nor shall Agent or any Lender be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Pledgors or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. (c) The Pledgors also authorize Agent, at any time and from time to time, to execute, in connection with the sale provided for in Section 8 or 9, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral. (d) The powers conferred on Agent hereunder are solely to protect Agent's interest in the Collateral and shall not impose any duty upon Agent or any Lender to exercise any such powers. Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither Agent nor any Lender or any of their respective officers, directors, employees shall be responsible to the Pledgors for any act or failure to act hereunder. (e) If any Pledgor fails to perform or comply with any of its agreements contained herein and Agent, as provided for by the terms of this Agreement, shall itself perform or comply, or otherwise cause performance or compliance, with such agreement, the expenses of Agent incurred in connection with such performance or compliance, together with interest at the Default Rate if such expenses are not paid within ten (10) days of demand, shall be payable by the Pledgors to Agent on demand and shall constitute obligations secured hereby.

Rights of Agent. (a) If an Event of Default (as defined in the Credit Agreement) shall occur and be continuing, continuing and the Agent shall give notice of its intent to exercise such rights to the Pledgor: (i) the Agent shall have the right to receive any and all Distributions received or cash dividends paid in respect of the Collateral Pledged Stock and to make application thereof to the Debt, Obligations in such order as it may determine, and (ii) at the-request of the Agent, in its sole discretion, may elect, in accordance with all shares of the Loan Documents. If an Event of Default shall occur and be continuing, then all such Collateral, at Agent's option, Pledged Stock shall be registered in the name of the Agent or its nominee (if not already so registered)nominee, and the Agent or its nominee may thereafter exercise (iA) all voting, and all corporate, regular membership or general or limited partnership, as applicable, corporate and other rights pertaining to such shares of the Collateral Pledged Stock at any meeting of shareholders of the Issuer or otherwise and (iiB) any and all rights of conversion, exchange, and subscription and any other rights, privileges or options pertaining to such shares of the Collateral Pledged Stock as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Collateral Pledged Stock upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the organizational corporate structure of any Pledged Borrower, as applicablethe Issuer, or upon the exercise by the Pledgors Pledgor or the Agent of any right, privilege or option pertaining to such shares of the CollateralPledged Stock, and in connection therewith, the right to deposit and deliver any and all of the Collateral Pledged Stock with any committee, depositarydepository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine), all without liability except to account for property actually received by it, but the Agent shall have no duty to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (b) The rights of the Agent or the Lenders under this Agreement hereunder shall not be conditioned or contingent upon the pursuit by the Agent of any right or remedy against any of the Pledgors Issuer or against any other Person which may be or become liable in respect of all or any part of the Debt Obligations or against any other collateral security therefor, guarantee thereof or right of offset with respect thereto. Neither The Agent nor any Lender shall not be liable for any failure to demand, collect or realize upon all or any part of the Collateral or for any delay in doing so, nor shall Agent or any Lender it be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Pledgors Pledgor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. (c) The Pledgors also authorize Agent, at any time and from time to time, to execute, in connection with the sale provided for in Section 8 or 9, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral. (d) The powers conferred on Agent hereunder are solely to protect Agent's interest in the Collateral and shall not impose any duty upon Agent or any Lender to exercise any such powers. Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither Agent nor any Lender or any of their respective officers, directors, employees shall be responsible to the Pledgors for any act or failure to act hereunder. (e) If any Pledgor fails to perform or comply with any of its agreements contained herein and Agent, as provided for by the terms of this Agreement, shall itself perform or comply, or otherwise cause performance or compliance, with such agreement, the expenses of Agent incurred in connection with such performance or compliance, together with interest at the Default Rate if such expenses are not paid within ten (10) days of demand, shall be payable by the Pledgors to Agent on demand and shall constitute obligations secured hereby.