Common use of Rights of Agent Clause in Contracts

Rights of Agent. a. 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 amounts paid in respect of the Collateral and make application thereof to the Borrower 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 payments directly to the Agent or as otherwise directed by the Agent. b. If an Event of Default shall have occurred and be continuing, then all such Pledged Interests 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 Borrower, or upon the exercise by 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. c. The rights of Agent hereunder shall not be conditioned or contingent upon the pursuit by Agent of any right or remedy against Borrower or against any other person or entity which may be or become liable in respect of all or any part of the 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 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. a. (a) 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 amounts paid in respect of the Collateral and make application thereof to the Borrower 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 payments directly to the Agent or as otherwise directed by the Agent. b. (b) If an Event of Default shall have occurred and be continuing, then all such Pledged Interests at Agent’s '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 the Borrower, or upon the exercise by 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. c. (c) The rights of Agent hereunder shall not be conditioned or contingent upon the pursuit by Agent of any right or remedy against the Borrower or against any other person or entity which may be or become liable in respect of all or any part of the 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 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. a. (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 amounts payments paid in respect of the NMLP Collateral, the Holding Company Collateral and the General Partner Pledgor Collateral and make application thereof to the Borrower NMLP Obligations, the Holding Company Obligations or the General Partner Pledgor Obligations (as the case may be), 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 NMLP Pledged Interests, the Holding Company Pledged Interests and the General Partner Pledgor Pledged Interests to pay all such cash dividends or Distributions or any other payments payment directly to the Agent or as otherwise directed by the Agent. b. (2) If an Event of Default shall have occurred and be continuing, then all such NMLP Pledged Interests, Holding Company Pledged Interests and General Partner Pledgor Pledged Interests at Agent’s '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 NMLP Pledged Interests, Holding Company Pledged Interests and General Partner Pledgor Pledged Interests and (y) any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining to such NMLP Pledged Interests, Holding Company Pledged Interests and General Partner Pledgor 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 NMLP Pledged Interests, the Holding Company Pledged Interests and the General Partner Pledgor Pledged Interests upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the organizational structure of BorrowerNMLP, the Holding Company or any of the General Partner Pledgors, or upon the exercise by Borrower NMLP, the Holding Company, any of the General Partner Pledgors or Agent of any right, privilege or option pertaining to such NMLP Pledged Interests, Holding Company Pledged Interests or General Partner Pledgor Pledged Interests, and in connection therewith, the right to deposit and deliver any and all of the NMLP Pledged Interests, Holding Company Pledged Interests or General Partner Pledgor 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. c. (3) The rights of Agent hereunder shall not be conditioned or contingent upon the pursuit by Agent of any right or remedy against Borrower 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 NMLP 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 NMLP Collateral or for any delay in doing so, nor shall it be under any obligation to sell or otherwise dispose of any NMLP Collateral upon the request of Borrower NMLP or any other person or entity or to take any other action whatsoever with regard to the NMLP Collateral or any part thereof. (4) The rights of Agent hereunder shall not be conditioned or contingent upon the pursuit by Agent of any right or remedy against the Holding Company or against any other person or entity which may be or become liable in respect of all or any part of the Holding Company Obligations or against any other Holding Company 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 Holding Company Collateral or for any delay in doing so, nor shall it be under any obligation to sell or otherwise dispose of any Holding Company Collateral upon the request of the Holding Company or any other person or entity or to take any other action whatsoever with regard to the Holding Company Collateral or any part thereof. (5) The rights of Agent hereunder shall not be conditioned or contingent upon the pursuit by Agent of any right or remedy against the General Partner Pledgors or against any other person or entity which may be or become liable in respect of all or any part of the General Partner Pledgor Obligations or against any other General Partner Pledgor 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 General Partner Pledgor Collateral or for any delay in doing so, nor shall it be under any obligation to sell or otherwise dispose of any General Partner Pledgor Collateral upon the request of any General Partner Pledgor or any other person or entity or to take any other action whatsoever with regard to the General Partner Pledgor Collateral or any part thereof. (6) Notwithstanding anything to the contrary contained herein, at all times, the Agent's sole recourse against the General Partner Pledgors to enforce the General Partner Pledgor Obligations shall be limited to the rights and remedies against the General Partner Pledgor Collateral, and in no event shall the Agent or any of the Lenders have any other recourse against the General Partner Pledgors with respect to the General Partner Pledgor Obligations.

Rights of Agent. a. (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 amounts paid in respect of the Collateral and make application thereof to the Borrower 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 payments directly to the Agent or as otherwise directed by the Agent. b. (2) If an Event of Default shall have occurred and be continuing, then all such Pledged Interests at Agent’s '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 BorrowerNMLP, or upon the exercise by Borrower 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. c. (3) The rights of Agent hereunder shall not be conditioned or contingent upon the pursuit by Agent of any right or remedy against Borrower 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 Borrower 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. a. (a) If an Event of Default shall have occurred and be continuing, the Agent shall have the right to receive require that any and all cash dividends or Distributions or any other amounts Proceeds paid in respect of to Pledgor and constituting the Collateral and make application thereof be delivered to the Borrower Agent for application to the Obligations, in such order as 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) of the Pledged Interests to pay all such cash dividends or Distributions or any other payments payment directly to the Agent or as otherwise directed by the Agent. b. (b) If an Event of Default shall have occurred and be continuing, then all such Pledged Interests at the Agent’s option shall be registered in the name of the Agent or its nominee, and the 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 the 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 BorrowerPledgor, or upon the exercise by Borrower Pledgor or the 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 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. c. (c) The rights of the Agent hereunder shall not be conditioned or contingent upon the pursuit by the Agent of any right or remedy against Borrower Pledgor or against any other person or entity which may be or become liable in respect of all or any part of the Obligations or against any other 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 Borrower Pledgor 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. a. (a) 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 amounts payments paid in respect of the Collateral and make application thereof to the Borrower 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 payments payment directly to the Agent or as otherwise directed by the Agent. b. (b) 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 '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 the Borrower, or upon the exercise by 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. c. (c) The rights of Agent hereunder shall not be conditioned or contingent upon the pursuit by Agent of any right or remedy against the Borrower or against any other person or entity which may be or become liable in respect of all or any part of the 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 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. a. (a) 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 distributions or any other amounts payments paid in respect of the Collateral and make application thereof to the Borrower 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 Interests, and the obligors with respect to the Pledged Obligations, to pay all such cash dividends or Distributions distributions or any other payments payment directly to the Agent or as otherwise directed by the Agent. b. (b) If an Event of Default shall have occurred and be continuing, then all such registered Pledged Interests Interests, at Agent’s option '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 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 the Borrower, or upon the exercise by 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. c. (c) The rights of Agent hereunder shall not be conditioned or contingent upon the pursuit by Agent of any right or remedy against the Borrower or against any other person or entity which may be or become liable in respect of all or any part of the Obligations or against any other Collateral Collateral, any security therefor, any guarantee thereof 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 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. a. (a) 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 amounts payments paid in respect of the Borrower Collateral, the Holding Company Collateral and the General Partner Pledgor Collateral and make application thereof to the Borrower Obligations, the Holding Company Obligations or the General Partner Pledgor Obligations (as the case may be), 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 Borrower Pledged Interests, the Holding Company Pledged Interests and the General Partner Pledgor Pledged Interests to pay all such cash dividends or Distributions or any other payments payment directly to the Agent or as otherwise directed by the Agent. b. (b) If an Event of Default shall have occurred and be continuing, then all such Borrower Pledged Interests, Holding Company Pledged Interests and General Partner Pledgor Pledged Interests at Agent’s '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 Borrower Pledged Interests, Holding Company Pledged Interests and General Partner Pledgor Pledged Interests and (y) any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining to such Borrower Pledged Interests, Holding Company Pledged Interests and General Partner Pledgor 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 Borrower Pledged Interests, the Holding Company Pledged Interests and the General Partner Pledgor Pledged Interests upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the organizational structure of the Borrower, the Holding Company or any of the General Partner Pledgors, or upon the exercise by Borrower the Borrower, the Holding Company any of the General Partner Pledgors or Agent of any right, privilege or option pertaining to such Borrower Pledged Interests, Holding Company Pledged Interests or General Partner Pledgor Pledged Interests, and in connection therewith, the right to deposit and deliver any and all of the Borrower Pledged Interests, Holding Company Pledged Interests or General Partner Pledgor 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. c. (c) The rights of Agent hereunder shall not be conditioned or contingent upon the pursuit by Agent of any right or remedy against the Borrower or against any other person or entity which may be or become liable in respect of all or any part of the Borrower Obligations or against any other Borrower 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 Borrower Collateral or for any delay in doing so, nor shall it be under any obligation to sell or otherwise dispose of any Borrower Collateral upon the request of the Borrower or any other person or entity or to take any other action whatsoever with regard to the Borrower Collateral or any part thereof. (d) The rights of Agent hereunder shall not be conditioned or contingent upon the pursuit by Agent of any right or remedy against the Holding Company or against any other person or entity which may be or become liable in respect of all or any part of the Holding Company Obligations or against any other Holding Company 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 Holding Company Collateral or for any delay in doing so, nor shall it be under any obligation to sell or otherwise dispose of any Holding Company Collateral upon the request of the Holding Company or any other person or entity or to take any other action whatsoever with regard to the Holding Company Collateral or any part thereof. (e) The rights of Agent hereunder shall not be conditioned or contingent upon the pursuit by Agent of any right or remedy against the General Partner Pledgors or against any other person or entity which may be or become liable in respect of all or any part of the General Partner Pledgor Obligations or against any other General Partner Pledgor 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 General Partner Pledgor Collateral or for any delay in doing so, nor shall it be under any obligation to sell or otherwise dispose of any General Partner Pledgor Collateral upon the request of any General Partner Pledgor or any other person or entity or to take any other action whatsoever with regard to the General Partner Pledgor Collateral or any part thereof. (f) Notwithstanding anything to the contrary contained herein, at all times, the Agent's sole recourse against the General Partner Pledgors to enforce the General Partner Pledgor Obligations shall be limited to the rights and remedies against the General Partner Pledgor Collateral, and in no event shall the Agent or any of the Lenders have any other recourse against the General Partner Pledgors with respect to the General Partner Pledgor Obligations.

Rights of Agent. a. (a) 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 amounts payments paid in respect of the Collateral and make application thereof to the Borrower 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 payments directly to the Agent or as otherwise directed by the Agent. b. (b) If an Event of Default shall have occurred and be continuing, then all such Pledged Interests at Agent’s '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 the Borrower, or upon the exercise by 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. c. (c) The rights of Agent hereunder shall not be conditioned or contingent upon the pursuit by Agent of any right or remedy against the Borrower or against any other person or entity which may be or become liable in respect of all or any part of the 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 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. a. (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 amounts payments paid in respect of the Collateral and make application thereof to the Borrower 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 payments directly to the Agent or as otherwise directed by the Agent. b. (2) If an Event of Default shall have occurred and be continuing, then all such Pledged Interests at Agent’s '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 BorrowerNMLP, or upon the exercise by Borrower 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. c. (3) The rights of Agent hereunder shall not be conditioned or contingent upon the pursuit by Agent of any right or remedy against Borrower 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 Borrower NMLP or any other person or entity or to take any other action whatsoever with regard to the Collateral or any part thereof.