Common use of Rights of Agent Clause in Contracts

Rights of Agent. (1) If an Event of Default shall have occurred and be continuing, Agent shall have the right to receive any and all cash dividends or Distributions or other payments paid in respect of the Collateral and make application thereof to the NMLP Obligations, in such order as Agent, in its sole discretion, may elect. In connection therewith, if an Event of Default shall have occurred and be continuing, the 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 have occurred and be continuing, then any or all such Pledged Interests (including, without limitation, any class of membership interest in the Holding Company) at Agent's option shall be registered in the name of Agent or its nominee, and Agent or its nominee may thereafter exercise (x) all voting and other rights pertaining to such Pledged Interests and (y) any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining to such Pledged Interests as if Agent were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Interests upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the organizational structure of NMLP, or upon the exercise by NMLP or Agent of any right, privilege or option pertaining to such Pledged Interests, and in connection therewith, the right to deposit and deliver any and all of the 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. (3) The rights of Agent hereunder shall not be conditioned or contingent upon the pursuit by Agent of any right or remedy against NMLP or against any other person or entity which may be or become liable in respect of all or any part of the NMLP Obligations or against any other Collateral security therefor, guarantee thereof or right of offset with respect thereto. Agent 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 it be under any obligation to sell or otherwise dispose of any Collateral upon the request of NMLP or any other person or entity or to take any other action whatsoever with regard to the Collateral or any part thereof.

Rights of Agent. (1a) If an Event of Default shall have occurred and be continuing, Agent shall have the right to receive any and all cash dividends or Distributions or any other payments amounts paid in respect of the Collateral and make application thereof to the NMLP Obligations, in such order as Agent, in its sole discretion, may elect. In connection therewith, if an Event of Default shall have occurred and be continuing, the Agent shall have the right to direct the issuer(s) of the Pledged Interests to pay all such cash dividends or Distributions or any other payment payments directly to the Agent or as otherwise directed by the Agent. (2b) If an Event of Default shall have occurred and be continuing, then any or all such Pledged Interests (including, without limitation, any class of membership interest in the Holding Company) at Agent's option shall be registered in the name of Agent or its nominee, and Agent or its nominee may thereafter exercise (x) all voting and other rights pertaining to such Pledged Interests and (y) any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining to such Pledged Interests as if Agent were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Interests upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the organizational structure of NMLPthe Borrower, or upon the exercise by NMLP the Borrower or Agent of any right, privilege or option pertaining to such Pledged Interests, and in connection therewith, the right to deposit and deliver any and all of the 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. (3c) The rights of Agent hereunder shall not be conditioned or contingent upon the pursuit by Agent of any right or remedy against NMLP the Borrower or against any other person or entity which may be or become liable in respect of all or any part of the NMLP Obligations or against any other Collateral security therefor, guarantee thereof or right of offset with respect thereto. Agent 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 it be under any obligation to sell or otherwise dispose of any Collateral upon the request of NMLP the Borrower or any other person or entity or to take any other action whatsoever with regard to the Collateral or any part thereof.

Rights of Agent. (1) If an Event of Default Neither Agent nor Lenders shall have occurred and be continuing--------------- 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 shall have the right or Lenders be under any obligation to receive take any and action whatsoever with regard thereto. Any or all cash dividends or Distributions or other payments paid in respect of the Collateral and make application thereof to the NMLP Obligations, in such order as Agent, in its sole discretion, may elect. In connection therewithPledged Shares held by Agent hereunder may, if an Event of Default shall have has occurred and be is continuing, the Agent shall have the right with reasonably prompt subsequent notice 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 have occurred and be continuingPledgor, then any or all such Pledged Interests (including, without limitation, any class of membership interest in the Holding Company) at Agent's option shall be registered in the name of Agent or its nominee, on behalf of Lenders, and Agent or its nominee nominee, on behalf of Lenders, may thereafter thereafter, without notice, exercise (x) all voting and other corporate rights pertaining at any meeting with respect to such Pledged Interests Subsidiaries and (y) exercise any and all rights of conversion, exchange, subscription and or any other rights, privileges or options pertaining to such any of the Pledged Interests Shares as if Agent 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 Pledged Interests upon Shares upon, the merger, consolidation, reorganization, recapitalization or other fundamental change in the organizational structure of NMLP, readjustment with respect to Subsidiaries or upon the exercise by NMLP Pledgor or Agent Agent, on behalf of Lenders, of any right, privilege or option pertaining to such any of the Pledged InterestsShares, and in connection therewith, the right to deposit and deliver any and all of the Pledged Interests 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. (3) The rights of Agent hereunder shall not be conditioned or contingent upon the pursuit by Agent of any right or remedy against NMLP or against any other person or entity which may be or become liable in respect of all or any part of the NMLP Obligations or against any other Collateral security therefor, guarantee thereof or right of offset with respect thereto. Agent 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 it be under any obligation to sell or otherwise dispose of any Collateral upon the request of NMLP or any other person or entity or to take any other action whatsoever with regard to the Collateral or any part thereof.

Rights of Agent. (1a) If an Event of Default shall have occurred and be continuing, Agent shall have the right to receive any and all cash dividends or Distributions or other payments paid in respect of the Collateral and make application thereof to the NMLP Obligations, in such order as Agent, in its sole discretion, may elect. In connection therewith, if an Event of Default shall have occurred and be continuing, the 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 payments directly to the Agent or as otherwise directed by the Agent. (2b) If an Event of Default shall have occurred and be continuing, then any or all such Pledged Interests (including, without limitation, any class of membership interest in the Holding Company) at Agent's option shall be registered in the name of Agent or its nominee, and Agent or its nominee may thereafter exercise (x) all voting and other rights pertaining to such Pledged Interests and (y) any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining to such Pledged Interests as if Agent were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Interests upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the organizational structure of NMLPthe Borrower, or upon the exercise by NMLP the Borrower or Agent of any right, privilege or option pertaining to such Pledged Interests, and in connection therewith, the right to deposit and deliver any and all of the 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. (3c) The rights of Agent hereunder shall not be conditioned or contingent upon the pursuit by Agent of any right or remedy against NMLP the Borrower or against any other person or entity which may be or become liable in respect of all or any part of the NMLP Obligations or against any other Collateral security therefor, guarantee thereof or right of offset with respect thereto. Agent 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 it be under any obligation to sell or otherwise dispose of any Collateral upon the request of NMLP the Borrower or any other person or entity or to take any other action whatsoever with regard to the Collateral or any part thereof.

Rights of Agent. (1) If an Event of Default Neither Agent nor Lenders --------------- shall have occurred and be continuingliable 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 shall have the right or Lenders be under any obligation to receive take any and action whatsoever with regard thereto. Any or all cash dividends or Distributions or other payments paid in respect of the Collateral and make application thereof to the NMLP Obligations, in such order as Agent, in its sole discretion, may elect. In connection therewithPledged Shares hereunder may, if an Event of Default shall have has occurred and be is continuing, the Agent shall have the right with reasonably prompt subsequent notice 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 have occurred and be continuingPledgor, then any or all such Pledged Interests (including, without limitation, any class of membership interest in the Holding Company) at Agent's option shall be registered in the name of Agent or its nominee, on behalf of Lenders, and Agent or its nominee nominee, on behalf of Lenders, may thereafter thereafter, without notice, exercise (x) all voting and other corporate rights pertaining at any meeting with respect to such Pledged Interests Subsidiaries and (y) exercise any and all rights of conversion, exchange, subscription and or any other rights, privileges or options pertaining to such any of the Pledged Interests Shares as if Agent 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 Pledged Interests upon Shares upon, the merger, consolidation, reorganization, recapitalization or other fundamental change in the organizational structure of NMLP, readjustment with respect to Subsidiaries or upon the exercise by NMLP Pledgor or Agent Agent, on behalf of Lenders, of any right, privilege or option pertaining to such any of the Pledged InterestsShares, and in connection therewith, the right to deposit and deliver any and all of the Pledged Interests 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. (3) The rights of Agent hereunder shall not be conditioned or contingent upon the pursuit by Agent of any right or remedy against NMLP or against any other person or entity which may be or become liable in respect of all or any part of the NMLP Obligations or against any other Collateral security therefor, guarantee thereof or right of offset with respect thereto. Agent 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 it be under any obligation to sell or otherwise dispose of any Collateral upon the request of NMLP or any other person or entity or to take any other action whatsoever with regard to the Collateral or any part thereof.

Rights of Agent. (1) If an Event of Default shall have occurred occur and be continuing, Agent shall have the right to receive any and all income, cash dividends or Distributions dividends, distributions, proceeds or other payments property received or paid in respect of the Collateral Pledged Company Interests and make application thereof to the NMLP ObligationsDebt, in such order as Agent, in its sole discretion, may elect, in accordance with the Loan Documents. In connection therewith, if an Event of Default shall have occurred and be continuing, the 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 have occurred occur and be continuing, then any or all such Pledged Company Interests (including, without limitation, any class of membership interest in the Holding Company) at Agent's option ’s option, shall be registered in the name of Agent or its nomineenominee (if not already so registered), and Agent or its nominee may thereafter exercise (xi) all voting voting, limited liability company and other rights pertaining to such the Pledged Company Interests and (yii) any and all rights of conversion, exchange, and subscription and any other rights, privileges or options pertaining to such Pledged Company Interests as if Agent it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Company Interests upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the organizational structure of NMLP, GA Tech Lessee or upon the exercise by NMLP Pledgor or Agent of any right, privilege or option pertaining to such Pledged Company Interests, and in connection therewith, the right to deposit and deliver any and all of the 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. (3) The rights of Agent hereunder shall not be conditioned or contingent upon the pursuit by Agent of any right or remedy against NMLP or against any other person or entity which may be or become liable in respect of all or any part of the NMLP Obligations or against any other Collateral security therefor, guarantee thereof or right of offset with respect thereto. Agent 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 it be under any obligation to sell or otherwise dispose of any Collateral upon the request of NMLP or any other person or entity or to take any other action whatsoever with regard to the Collateral or any part thereof.

Rights of Agent. (1) If an Event of Default shall have occurred occur and be continuing, Agent shall have the right to receive any and all income, cash dividends or Distributions dividends, distributions, proceeds or other payments property received or paid in respect of the Collateral Pledged Company Interests and make application thereof to the NMLP ObligationsDebt, in such order as Agent, in its sole discretion, may elect, in accordance with the Loan Documents. In connection therewith, if an Event of Default shall have occurred and be continuing, the 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 have occurred occur and be continuing, then any or all such Pledged Company Interests (including, without limitation, any class of membership interest in the Holding Company) at Agent's option ’s option, shall be registered in the name of Agent or its nomineenominee (if not already so registered), and Agent or its nominee may thereafter exercise (xi) all voting voting, limited liability company and other rights pertaining to such the Pledged Company Interests and (yii) any and all rights of conversion, exchange, and subscription and any other rights, privileges or options pertaining to such Pledged Company Interests as if Agent it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Company Interests upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the organizational structure of NMLP, GA Tech Owner or upon the exercise by NMLP Pledgor or Agent of any right, privilege or option pertaining to such Pledged Company Interests, and in connection therewith, the right to deposit and deliver any and all of the 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. (3) The rights of Agent hereunder shall not be conditioned or contingent upon the pursuit by Agent of any right or remedy against NMLP or against any other person or entity which may be or become liable in respect of all or any part of the NMLP Obligations or against any other Collateral security therefor, guarantee thereof or right of offset with respect thereto. Agent 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 it be under any obligation to sell or otherwise dispose of any Collateral upon the request of NMLP or any other person or entity or to take any other action whatsoever with regard to the Collateral or any part thereof.

Rights of Agent. (1) If an Event of Default Neither Agent nor Lenders --------------- shall have occurred and be continuingliable 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 shall have the right or Lenders be under any obligation to receive take any and action whatsoever with regard thereto. Any or all cash dividends or Distributions or other payments paid in respect of the Collateral and make application thereof to the NMLP Obligations, in such order as Agent, in its sole discretion, may elect. In connection therewithPledged Shares held by Agent hereunder may, if an Event of Default shall have has occurred and be is continuing, the Agent shall have the right with reasonably prompt subsequent notice 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 have occurred and be continuingPledgors, then any or all such Pledged Interests (including, without limitation, any class of membership interest in the Holding Company) at Agent's option shall be registered in the name of Agent or its nominee, on behalf of Lenders, and Agent or its nominee nominee, on behalf of Lenders, may thereafter thereafter, without notice, exercise (x) all voting and other corporate rights pertaining at any meeting with respect to such Pledged Interests Subsidiaries and (y) exercise any and all rights of conversion, exchange, subscription and or any other rights, privileges or options pertaining to such any of the Pledged Interests Shares as if Agent 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 Pledged Interests upon Shares upon, the merger, consolidation, reorganization, recapitalization or other fundamental change in the organizational structure of NMLP, readjustment with respect to Subsidiaries or upon the exercise by NMLP any Pledgor or Agent Agent, on behalf of Lenders, of any right, privilege or option pertaining to such any of the Pledged InterestsShares, and in connection therewith, the right to deposit and deliver any and all of the Pledged Interests 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. (3) The rights of Agent hereunder shall not be conditioned or contingent upon the pursuit by Agent of any right or remedy against NMLP or against any other person or entity which may be or become liable in respect of all or any part of the NMLP Obligations or against any other Collateral security therefor, guarantee thereof or right of offset with respect thereto. Agent 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 it be under any obligation to sell or otherwise dispose of any Collateral upon the request of NMLP or any other person or entity or to take any other action whatsoever with regard to the Collateral or any part thereof.

Rights of Agent. (1a) If an Event of Default shall have occurred 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 cash dividends or Distributions or other payments paid in respect of the Collateral Pledged Stock and make application thereof to the NMLP Obligations, Obligations in such order as it may determine, and (ii) at the-request of the Agent, in its sole discretion, may elect. In connection therewith, if an Event of Default shall have occurred and be continuing, the Agent shall have the right to direct the issuer(s) all shares 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 have occurred and be continuing, then any or all such Pledged Interests (including, without limitation, any class of membership interest in the Holding Company) at Agent's option Stock shall be registered in the name of the Agent or its nominee, and the Agent or its nominee may thereafter exercise (xA) all voting voting, corporate and other rights pertaining to such shares of the Pledged Interests Stock at any meeting of shareholders of the Issuer or otherwise and (yB) any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining to such shares of the Pledged Interests Stock as if Agent it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Interests Stock upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the organizational corporate structure of NMLPthe Issuer, or upon the exercise by NMLP the Pledgor or the Agent of any right, privilege or option pertaining to such shares of the Pledged InterestsStock, and in connection therewith, the right to deposit and deliver any and all of the Pledged Interests 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. (3b) The rights of the Agent hereunder shall not be conditioned or contingent upon the pursuit by the Agent of any right or remedy against NMLP the Issuer or against any other person or entity Person which may be or become liable in respect of all or any part of the NMLP Obligations or against any other Collateral collateral security therefor, guarantee thereof or right of offset with respect thereto. The Agent 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 it be under any obligation to sell or otherwise dispose of any Collateral upon the request of NMLP the Pledgor or any other person or entity Person or to take any other action whatsoever with regard to the Collateral or any part thereof.

Rights of Agent. (1) If an Event of Default shall have occurred and be continuing, Agent shall have the right to receive any and all cash dividends or Distributions or any other payments amounts paid in respect of the Collateral and make application thereof to the NMLP Obligations, in such order as Agent, in its sole discretion, may elect. In connection therewith, if an Event of Default shall have occurred and be continuing, the Agent shall have the right to direct the issuer(s) of the Pledged Interests to pay all such cash dividends or Distributions or any other payment payments directly to the Agent or as otherwise directed by the Agent. (2) If an Event of Default shall have occurred and be continuing, then any or all such Pledged Interests (including, without limitation, any class of membership interest in the Holding Company) at Agent's option shall be registered in the name of Agent or its nominee, and Agent or its nominee may thereafter exercise (x) all voting and other rights pertaining to such Pledged Interests and (y) any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining to such Pledged Interests as if Agent were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Interests upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the organizational structure of NMLP, or upon the exercise by NMLP or Agent of any right, privilege or option pertaining to such Pledged Interests, and in connection therewith, the right to deposit and deliver any and all of the 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. (3) The rights of Agent hereunder shall not be conditioned or contingent upon the pursuit by Agent of any right or remedy against NMLP or against any other person or entity which may be or become liable in respect of all or any part of the NMLP Obligations or against any other Collateral security therefor, guarantee thereof or right of offset with respect thereto. Agent 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 it be under any obligation to sell or otherwise dispose of any Collateral upon the request of NMLP or any other person or entity or to take any other action whatsoever with regard to the Collateral or any part thereof.

Rights of Agent. (1a) If an Event of Default (as defined in the Credit Agreement) shall have occurred occur and be continuing, Agent shall have the right to receive any and all cash dividends Distributions received or Distributions or other payments paid in respect of the Collateral and to make application thereof to the NMLP ObligationsDebt, in such order as Agent, in its sole discretion, may elect, in accordance with the Loan Documents. In connection therewith, if an Event of Default shall have occurred and be continuing, the 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 have occurred occur and be continuing, then any or all such Pledged Interests (includingCollateral, 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 nomineenominee (if not already so registered), and Agent or its nominee may thereafter exercise (xi) all voting voting, and all corporate, regular membership or general or limited partnership, as applicable, and other rights pertaining to such Pledged Interests the Collateral and (yii) any and all rights of conversion, exchange, and subscription and any other rights, privileges or options pertaining to such Pledged Interests the Collateral as if Agent it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Interests Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the organizational structure of NMLPany Pledged Borrower, as applicable, or upon the exercise by NMLP the Pledgors or Agent of any right, privilege or option pertaining to such Pledged Intereststhe Collateral, and in connection therewith, the right to deposit and deliver any and all of the Pledged Interests 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. (3b) The rights of Agent hereunder or the Lenders under this Agreement shall not be conditioned or contingent upon the pursuit by Agent of any right or remedy against NMLP any of the Pledgors or against any other person or entity Person which may be or become liable in respect of all or any part of the NMLP Obligations Debt 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 it Agent or any Lender be under any obligation to sell or otherwise dispose of any Collateral upon the request of NMLP the Pledgors or any other person or entity 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. (1) If an Event of Default shall have occurred and be continuing, Agent shall have the right to receive any and all cash dividends or Distributions or other payments paid in respect of the Collateral and make application thereof to the NMLP Obligations, in such order as Agent, in its sole discretion, may elect. In connection therewith, if an Event of Default shall have occurred and be continuing, the 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 payments directly to the Agent or as otherwise directed by the Agent. (2) If an Event of Default shall have occurred and be continuing, then any or all such Pledged Interests (including, without limitation, any class of membership interest in the Holding Company) at Agent's option shall be registered in the name of Agent or its nominee, and Agent or its nominee may thereafter exercise (x) all voting and other rights pertaining to such Pledged Interests and (y) any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining to such Pledged Interests as if Agent were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Interests upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the organizational structure of NMLP, or upon the exercise by NMLP or Agent of any right, privilege or option pertaining to such Pledged Interests, and in connection therewith, the right to deposit and deliver any and all of the 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. (3) The rights of Agent hereunder shall not be conditioned or contingent upon the pursuit by Agent of any right or remedy against NMLP or against any other person or entity which may be or become liable in respect of all or any part of the NMLP Obligations or against any other Collateral security therefor, guarantee thereof or right of offset with respect thereto. Agent 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 it be under any obligation to sell or otherwise dispose of any Collateral upon the request of NMLP or any other person or entity or to take any other action whatsoever with regard to the Collateral or any part thereof.