Common use of Rights of the Agent Clause in Contracts

Rights of the Agent. (a) If an Event of Default shall occur and be 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, distributions or other payments paid in respect of the Collateral and make application thereof to the Secured Obligations, in the manner set forth in the Credit Agreement and (ii) if applicable, all of the Collateral shall be registered in the name of the Agent or its nominee, and the Agent or its nominee may thereafter exercise (A) all voting, corporate and other rights pertaining to such Collateral at any meeting of shareholders of the applicable Issuer or otherwise and (B) any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining to such 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 corporate structure of the applicable Issuer or upon the exercise by the Pledgor or the Agent of any right, privilege or option pertaining to such 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 the Agent shall have no duty to the Pledgor 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 and the Secured Parties hereunder shall not be conditioned or contingent upon the pursuit by the Agent or any Secured Party of any right or remedy against the Pledgor or against any other Person which may be or become liable in respect of all or any part of the Secured Obligations or against any collateral security therefor, guarantee therefor or right of offset with respect thereto. Neither the Agent nor any Secured Party 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 the Agent be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Pledgor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof.

Rights of the Agent. (a) If an Event of Default shall occur and be continuing and the Agent shall give notice of its intent to exercise such rights to the PledgorPledgors, (i) the Agent shall have the right to receive any and all cash dividends, distributions or other payments dividends paid in respect of the Collateral Pledged Stock and partnership and membership distributions in respect of the Partnership/LLC Interests and make application thereof to the Secured Obligations, Obligations in the manner order set forth in Section 9.6 of the Credit Loan Agreement and (ii) if applicable, all shares of the Collateral Pledged Stock and the Partnership/LLC Interests shall be registered in the name of the Agent or its nominee, and the Agent or its nominee may thereafter exercise (A) all voting, corporate corporate, partnership, membership and other rights pertaining to such Collateral shares of the Pledged Stock or Partnership/LLC Interests at any meeting of shareholders shareholders, partners or members of the applicable Issuer or Partnership/LLC or otherwise and (B) any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining to such Collateral shares of the Pledged Stock or Partnership/LLC 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 Stock or Partnership/LLC Interests upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of the applicable Issuer or Partnership/LLC, or upon the exercise by the Pledgor Pledgors or the Agent of any right, privilege or option pertaining to such Collateralshares of the Pledged Stock or the Partnership/LLC Interests, and in connection therewith, the right to deposit and deliver any and all of the Collateral Pledged Stock or the Partnership/LLC 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 the Pledgor Pledgors to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. In furtherance thereof, each Pledgor hereby authorizes and instructs each Issuer or Partnership/LLC with respect to any Collateral consisting of Pledged Stock or Partnership/LLC Interests to (i) comply with any instruction received by it from the Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Pledge Agreement, without any other or further instructions from such Pledgor, and each Pledgor agrees that each Issuer or Partnership/LLC shall be fully protected in so complying, and (ii) upon and during the continuance of an Event of Default, if requested by the Agent, pay any dividends, distributions or other payments with respect to any Pledged Stock or Partnership/LLC Interests directly to the Agent. (b) The rights of the Agent and the other Secured Parties hereunder shall not be conditioned or contingent upon the pursuit by the Agent or any other Secured Party of any right or remedy against the Pledgor Pledgors or against any other Person which may be or become liable in respect of all or any part of the Secured Obligations or against any collateral security therefor, guarantee therefor thereof or right of offset with respect thereto. Neither the Agent nor any other Secured Party 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 the Agent be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Pledgor Pledgors or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof.

Rights of the Agent. (a) If an Event of Default shall occur and be continuing and the Agent shall give ten (10) Business Days prior written 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, dividends and distributions or other payments paid in respect of the Collateral and make application thereof to the Secured Obligations, Obligations in the manner order set forth in the Credit Agreement and (ii) if applicable, all shares of the Collateral Pledged Stock shall be registered in the name of the Agent or its nominee, and the Agent or its nominee may thereafter exercise (A) all voting, corporate and other rights pertaining to such Collateral shares of the Pledged Stock at any meeting of shareholders of the applicable each Issuer or otherwise and (B) any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining to such Collateral shares of the 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 corporate structure of the applicable Issuer any Issuer, or upon the exercise by the Pledgor or the Agent of any right, privilege or option pertaining to such Collateralshares of the Pledged Stock, and in connection therewith, the right to deposit and deliver any and all of the Collateral Pledged Stock 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 the Pledgor 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 and the Secured Parties Lenders hereunder shall not be conditioned or contingent upon the pursuit by the Agent or any Secured Party Lender of any right or remedy against the Pledgor Borrower, the Guarantors or against any other Person which may be or become liable in respect of all or any part of the Secured Obligations or against any collateral security therefor, guarantee therefor or right of offset with respect thereto. Neither the Agent nor any Secured Party 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 the Agent be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Pledgor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof.

Rights of the Agent. (a) If an Event of Default shall occur and be continuing and the Agent shall give notice of its intent to exercise such its rights hereunder to the PledgorPledgors, (i) all rights of Pledgors (A) to exercise or refrain from exercising the voting and other consensual rights that they would otherwise be entitled to exercise pursuant to Section 6 hereof shall, upon notice to Pledgors by the Agent, cease and (B) to receive the dividends, distributions and interest payments that they would otherwise be authorized to receive and retain pursuant to Section 6 hereof shall automatically cease; (ii) all dividends, distributions and interest payments that are received by Pledgors contrary to the provisions of subsection (i) shall be received in trust to the Agent, shall be segregated from other property and funds of Pledgors and shall be forthwith paid over to Agent, in the same form as so received (with any necessary endorsement); (iii) the Agent shall have the right to receive any and all cash dividends, distributions dividends or other payments income paid in respect of the Collateral Pledged Stock and make application thereof to reduce any outstanding Obligations in accordance with the Secured Obligations, in the manner set forth in the Credit Agreement Agent's exercise of its reasonable discretion; and (iiiv) if applicable, all units of the Collateral Pledged Stock shall be registered in the name of the Agent or its nomineenominees, and the Agent or its nominee nominees may thereafter exercise (A) all voting, corporate and other rights pertaining to such Collateral units of the Pledged Stock at any meeting of shareholders members of the applicable Issuer Issuers or otherwise and (B) any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining to such Collateral shares of the Pledged Stock as if it were the Agent was 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 corporate structure of the applicable Issuer Issuers, or upon the exercise by the Pledgor Pledgors or the Agent Agent, of any right, privilege or option pertaining to such Collateralshares of the Pledged 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 the Pledgor Pledgors 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 and the Secured Parties hereunder shall not be conditioned or contingent upon the pursuit by the Agent or any Secured Party of any right or remedy against the Pledgor Issuers or Pledgors or against any other Person which may be or become liable in respect of all or any part of the Secured Obligations or against any collateral security therefor, guarantee therefor or right of offset with respect thereto. Neither the Agent nor any Secured Party its directors, officers, employees or agents 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 soso (except as finally determined by a court of competent jurisdiction to have arisen solely from the Agent's gross negligence or willful misconduct), nor shall the Agent be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Pledgor Pledgors or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof.

Rights of the Agent. (a) If an Event of Default shall occur and be continuing and the Agent shall give notice of its intent to exercise such its rights hereunder to the Pledgor, (i) the Agent shall have the right to receive any and all cash dividends, distributions or other payments paid in respect of the Collateral Pledged Stock and make application thereof to the Secured ObligationsObligations in such order as the Agent may determine, in the manner set forth in the Credit Agreement and (ii) if applicableall Pledged Stock shall, all at the request of the Collateral shall Agent, be registered in the name of the Agent or its nominee, and the Agent Agent, or its nominee may thereafter exercise (A) all voting, corporate shareholder and other rights pertaining to such Collateral the Pledged Stock at any meeting of shareholders of the applicable any Issuer or otherwise and (B) any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining to such Collateral the 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 corporate structure of the applicable Issuer any Issuer, or upon the exercise by the Pledgor or the Agent of any right, privilege or option pertaining to such Collateralthe Pledged Stock, and in connection therewith, the right to deposit and deliver any and all of the Collateral Pledged Stock 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 itit and except for its gross negligence or willful misconduct, but the Agent shall have no duty to the Pledgor 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 and the Secured Parties other holders of the Obligations hereunder shall not be conditioned or contingent upon the pursuit by the Agent it or any Secured Party them of any right or remedy against the Pledgor or against any other Person which may be or become liable in respect of all or any part of the Secured Obligations or against any collateral security therefor, guarantee therefor or right of offset with respect thereto. Neither the Agent nor any Secured Party other holder of the Obligations 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 the Agent be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Pledgor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. (c) The Agent may execute in its own name or on behalf of the Pledgor such UCC financing statement forms and similar instruments as the Agent may from time to time deem reasonably necessary or desirable to protect and perfect its security interest in the Collateral if the Pledgor has failed to do so within five days after written request by the Agent. (d) At any time and from time to time, upon the written request of the Agent, and at the sole expense of the Pledgor, the Pledgor shall promptly and duly execute and deliver such further instruments and documents and take such further action as the Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Pledge Agreement and of the rights and powers herein granted, including, without limitation, the filing of any financing or continuation statements under the Uniform Commercial Code in effect in any jurisdiction with respect to the Liens created hereby. The Pledgor also hereby authorizes the Agent to file any such financing or continuation statements without the signature of the Pledgor to the extent permitted by applicable law. A carbon, photographic, facsimile or other reproduction of this Pledge Agreement shall be sufficient as a financing statement for filing in any jurisdiction.

Rights of the Agent. (a) If an Event of Default shall occur and be continuing and the The Agent shall give notice may execute any of its intent to exercise such rights duties pursuant to the Pledgor, (i) the Agent shall have the right to receive any Operative Document by or through agents or attorneys-in-fact and all cash dividends, distributions or other payments paid in respect of the Collateral and make application thereof to the Secured Obligations, in the manner set forth in the Credit Agreement and (ii) if applicable, all of the Collateral shall be registered in the name entitled to advice of the Agent or its nominee, and the Agent or its nominee may thereafter exercise (A) counsel concerning all voting, corporate and other rights matters pertaining to such Collateral at any meeting of shareholders of the applicable Issuer or otherwise and (B) any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining to such 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 corporate structure of the applicable Issuer or upon the exercise by the Pledgor or the Agent of any right, privilege or option pertaining to such 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 the Agent shall have no duty to the Pledgor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doingduties. (b) The rights of the Agent and the Secured Parties hereunder shall not be conditioned or contingent upon the pursuit by the Agent or any Secured Party of any right or remedy against the Pledgor or against any other Person which may be or become liable in respect of all or any part of the Secured Obligations or against any collateral security therefor, guarantee therefor or right of offset with respect thereto. Neither the Agent nor any Secured Party of its officers, directors, employees, agents, attorneys-in-fact or affiliates shall (i) be liable for any failure action lawfully taken or omitted to demandbe taken by it under or in connection with any Operative Document or this Participation Agreement except for its gross negligence or willful misconduct, collect or realize upon all (ii) be responsible in any manner to any Transaction Party for any recitals, statements, representations or warranties made by the Lessee or the Guarantor or any part representative thereof contained in any Operative Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Agent or in connection with, any Operative Document or this Participation Agreement or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of the Collateral Operative Documents or this Participation Agreement or for any delay failure of the Guarantor or the Lessee to perform their obligations thereunder. Except to the extent expressly provided in doing so, nor shall this Participation Agreement or any other Operative Document to which the Agent is a party, the Agent shall not be under any obligation to sell any Transaction Party to ascertain or otherwise dispose to inquire as to the observance or performance of any Collateral of the agreements contained in, or conditions of, any Operative Document or this Participation Agreement, or to inspect the properties, books or records of the Lessee or the Guarantor. (c) The Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Agent. In connection with any request of a Transaction Party, the Agent shall be fully justified in failing or refusing to take action under any Operative Document or this Participation Agreement (i) if such action would, in the reasonable opinion of the Agent, be contrary to law or the terms of this Participation Agreement or the other Operative Documents, (ii) if such action is not specifically provided for in such Operative Document or this Participation Agreement and it shall not have received the consent or concurrence it deems appropriate or, (iii) if, in connection with taking of any such action that would constitute an exercise of remedies under such Operative Document or this Participation Agreement, it shall not first be indemnified to its satisfaction against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Agent shall in all cases be fully protected in acting, or in refraining from acting, under any Operative Document or this Participation Agreement in accordance with any such request, and such request and any action taken or failure to act pursuant thereto shall be binding upon the request other Transaction Parties. (d) The Agent shall not be deemed to have actual, constructive, direct or indirect knowledge or notice of the Pledgor occurrence of any Event of Default unless and until it has received a written notice or a certificate from a Transaction Party stating that an Event of Default has occurred under the Operative Documents. The Agent shall have no obligation whatsoever either prior to or after receiving such notice or certificate to inquire whether an Event of Default has in fact occurred and shall be entitled to rely conclusively, and shall be fully protected in so relying, on any such notice or certificates furnished to it. No provision of this Participation Agreement or any other Person Operative Document shall require the Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or under any Operative Document or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to take it. (e) To the extent that such expenses shall not be reimbursed by the Lessee or the Guarantor where so required by the terms of the Operative Documents, the Agent shall be entitled to reimbursement from the other Lessor Parties (other than the Note Purchaser, the Conduit Agent and the Program Administrator) for reasonable out-of-pocket expenses, including the reasonable fees and expenses of its counsel (and any local counsel) and of any experts and agents, which the Agent may reasonably incur in connection with (i) the administration of this Participation Agreement and the other Operative Documents, (ii) the custody or preservation of, or the sale of, collection from, or other realization upon, the Property or the Related Security, or (iii) the exercise or enforcement (whether through negotiations, legal proceedings or otherwise) of any of the rights of the Agent or the other Transaction Parties hereunder or under the other Operative Documents. (f) Notwithstanding any provision herein or in any other action whatsoever with regard Operative Document to the Collateral contrary, with the exception of Section 14.2(b), the Agent shall not be entitled to any payment or collection from any part thereofother Lessor Parties, but for all fees, expenses and indemnities irrevocably agrees to look solely and exclusively to the Lessee and the Guarantor.

Rights of the Agent. (a) The Agent shall not be liable for failure to collect or realize upon the Secured Obligations or any collateral security or guarantee therefor, or any part thereof, or for any delay in so doing, nor shall the Agent be under any obligation to take any action whatsoever with regard thereto. If an Event of Default shall occur has occurred and be continuing and the Agent shall give notice of its intent to exercise such rights to the Pledgoris continuing, (i) the Agent shall have the right to receive any and all cash dividends, distributions or other payments paid in respect of the Collateral and make application thereof to the Secured Obligations, in the manner set forth in the Credit Agreement and (ii) if applicable, all of the Collateral shall held by the Agent hereunder may, upon notice to the Pledgor and in the Agent’s sole discretion, be registered in the name of the Agent or its nominee, and the Agent or its nominee may thereafter thereafter, without prior notice, exercise (A) all voting, corporate voting and other rights pertaining to such the Collateral at any meeting of shareholders any corporation or entity issuing any of the applicable Issuer shares or otherwise the membership interests included in the Collateral and (B) exercise any and all rights of conversion, exchange, subscription and or any other rights, privileges or options pertaining to such Collateral any shares of the Pledged Equity Interests as if it the Agent or its nominee were the absolute owner thereof (thereof, including, without limitation, the right to exchange at its discretion discretion, any and all of the Collateral Pledged Equity Interests upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure readjustment of the applicable Issuer any corporation or entity issuing any of such shares or membership interests or upon the exercise by the Pledgor any such issuer or the Agent of any right, privilege or option pertaining to such Collateralany shares or membership interests of the Pledged Equity Interests, and in connection therewith, the right to deposit and deliver any and all of the Collateral Pledged Equity Interests 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. Notwithstanding the foregoing, but the Agent shall have no duty to the Pledgor 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 . This Agreement constitutes, and the Pledgor hereby grants to the Agent for the ratable benefit of the Agent and Lenders, irrevocable proxies for the Secured Parties hereunder shall not Pledged Equity Interests, which may be conditioned or contingent upon the pursuit exercised by the Agent or at any Secured Party time after the occurrence and during the continuance of any right or remedy against the Pledgor or against any other Person which may be or become liable in respect an Event of all or any part of the Secured Obligations or against any collateral security therefor, guarantee therefor or right of offset with respect thereto. Neither the Agent nor any Secured Party 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 the Agent be Default under any obligation to sell or otherwise dispose of any Collateral upon the request of the Pledgor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereofthis Agreement.

Rights of the Agent. (a) If Any or all shares of the Pledged Stock ------------------- held by the Agent hereunder may, if an Event of Default shall occur has occurred and be continuing and the Agent shall give notice of its intent to exercise such rights to the Pledgoris continuing, (i) the Agent shall have the right to receive any and all cash dividendswithout notice, distributions or other payments paid in respect of the Collateral and make application thereof to the Secured Obligations, in the manner set forth in the Credit Agreement and (ii) if applicable, all of the Collateral shall be registered in the name of the Agent as agent for and for the benefit of the Banks, or its nomineetheir nominee or trustee, and the Agent or its such nominee or trustee may thereafter exercise (A) all voting, corporate and other rights pertaining to such Collateral at any meeting of shareholders of the applicable Issuer or otherwise and (B) any and all rights of conversion, exchange, subscription and or any other rights, privileges or options pertaining to such Collateral any shares of the Pledged Stock as if it were the absolute owner thereof (includingthereof, 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 corporate structure readjustment of the applicable Issuer issuer thereof or upon the exercise by the Pledgor or the Agent issuer thereof of any right, privilege or option pertaining to such Collateralany shares of the Pledged Stock, and in connection therewith, the right to deposit and deliver any and all of the Collateral Pledged Stock 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 or such aforesaid nominee or trustee shall have no duty to the Pledgor 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 the Agent and the Secured Parties hereunder shall not be conditioned or contingent upon the pursuit by the Agent or any Secured Party of any right or remedy against the Pledgor or against any other Person which may be or become liable in respect of all or any part of the Secured Obligations or against any collateral security therefor, guarantee therefor or right of offset with respect thereto. Neither the Agent nor any Secured Party 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 the Agent be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Pledgor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof.

Rights of the Agent. (a) If an Event of Default shall occur and be continuing and the The Agent shall give notice may execute any of its intent to exercise such rights duties pursuant to the Pledgor, (i) the Agent shall have the right to receive any Operative Document by or through agents or attorneys-in-fact and all cash dividends, distributions or other payments paid in respect of the Collateral and make application thereof to the Secured Obligations, in the manner set forth in the Credit Agreement and (ii) if applicable, all of the Collateral shall be registered in the name entitled to advice of the Agent or its nominee, and the Agent or its nominee may thereafter exercise (A) counsel concerning all voting, corporate and other rights matters pertaining to such Collateral at any meeting of shareholders of the applicable Issuer or otherwise and (B) any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining to such 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 corporate structure of the applicable Issuer or upon the exercise by the Pledgor or the Agent of any right, privilege or option pertaining to such 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 the Agent shall have no duty to the Pledgor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doingduties. (b) The rights of the Agent and the Secured Parties hereunder shall not be conditioned or contingent upon the pursuit by the Agent or any Secured Party of any right or remedy against the Pledgor or against any other Person which may be or become liable in respect of all or any part of the Secured Obligations or against any collateral security therefor, guarantee therefor or right of offset with respect thereto. Neither the Agent nor any Secured Party of its officers, directors, employees, agents, attorneys-in-fact or affiliates shall (i) be liable for any failure action lawfully taken or omitted to demandbe taken by it under or in connection with any Operative Document or this Participation Agreement except for its gross negligence or willful misconduct, collect or realize upon all (ii) be responsible in any manner to any Transaction Party for any recitals, statements, representations or warranties made by the Lessee or the Guarantor or any part representative thereof contained in any Operative Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Agent or in connection with, any Operative Document or this Participation Agreement or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of the Collateral Operative Documents or this Participation Agreement or for any delay in doing so, nor failure of the Guarantor or the Lessee to perform their obligations thereunder. The Agent shall the Agent not be under any obligation to sell any Transaction Party to ascertain or otherwise dispose to inquire as to the observance or performance of any Collateral of the agreements contained in, or conditions of, any Operative Document or this Participation Agreement, or to inspect the properties, books or records of the Lessee or the Guarantor. (c) The Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel, independent accountants and other experts selected by the Agent. In connection with any request of a Transaction Party, the Agent shall be fully justified in failing or refusing to take action under any Operative Document or this Participation Agreement (i) if such action would, in the reasonable opinion of the Agent, be contrary to law or the terms of this Participation Agreement or the other Operative Documents, (ii) if such action is not specifically provided for in such Operative Document or this Participation Agreement and it shall not have received the consent or concurrence it deems appropriate or, (iii) if, in connection with taking of any such action that would constitute an exercise of remedies under such Operative Document or this Participation Agreement, it shall not first be indemnified to its satisfaction against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Agent shall in all cases be fully protected in acting, or in refraining from acting, under any Operative Document or this Participation Agreement in accordance with any such request, and such request and any action taken or failure to act pursuant thereto shall be binding upon the request other Transaction Parties. (d) The Agent shall not be deemed to have actual, constructive, direct or indirect knowledge or notice of the Pledgor occurrence of any Lease Event of Default unless and until it has received a written notice or a certificate from a Transaction Party stating that a Lease Event of Default has occurred under the Operative Documents. The Agent shall have no obligation whatsoever either prior to or after receiving such notice or certificate to inquire whether a Lease Event of Default has in fact occurred and shall be entitled to rely conclusively, and shall be fully protected in so relying, on any such notice or certificates furnished to it. No provision of this Participation Agreement or any other Person Operative Document shall require the Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or under any Operative Document or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to take it. (e) To the extent that such expenses shall not be reimbursed by the Lessee or the Guarantor where so required by the terms of the Operative Documents, the Agent shall be entitled to reimbursement from the other Lessor Parties (other than the Note Purchaser, the Conduit Agent and the Program Administrator) for reasonable out-of-pocket expenses, including the reasonable fees and expenses of its counsel (and any local counsel) and of any experts and agents, which the Agent may reasonably incur in connection with (i) the administration of this Participation Agreement and the other Operative Documents, (ii) the custody or preservation of, or the sale of, collection from, or other realization upon, the Property or the Related Security, or (iii) the exercise or enforcement (whether through negotiations, legal proceedings or otherwise) of any of the rights of the Agent or the other Transaction Parties hereunder or under the other Operative Documents. (f) Notwithstanding any provision herein or in any other action whatsoever with regard Operative Document to the Collateral contrary, with the exception of Section 14.2(b), the Agent shall not be entitled to any payment or collection from any part thereofother Lessor Parties, but for all fees, expenses and indemnities irrevocably agrees to look solely and exclusively to the Lessee and the Guarantor.

Rights of the Agent. (a) If 6.1. The Agent may at its discretion on or after the occurrence of an Event of Default shall occur and be 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, distributions or other payments paid in respect of the Collateral and make application thereof to the Secured Obligations, in the manner set forth in the Credit Agreement and (ii) if applicable, all of the Collateral shall be registered in the name of the Chargor or otherwise and without any consent or authority on the part of the Chargor) exercise any voting rights and any powers or rights which may be exercised by the person or persons in whose name or names the Charged Property is registered. 6.2. Following the occurrence of an Event of Default (but not before) all dividends, loan payments, interest and other income forming part of the Charged Property shall, unless otherwise agreed between the Agent or its nominee, and the Chargor, be paid without any set-off or deduction whatsoever to an interest bearing suspense account and retained by the Agent until applied as hereinafter provided as part of the Charged Property and any such monies which may be received by the Chargor shall, pending such payment, be held in trust for the Agent. For greater certainty, prior to the occurrence of an Event of Default, all cash dividends, loan payments, interest and other income forming part of the Charged Property shall be payable directly to the Chargor. 6.3. The powers conferred on the Agent by this Charge are solely to protect its interests in the Charged Property and shall not impose any duty on the Agent to exercise any such powers. The Agent shall not have any duty as to any Charged Property and shall incur no liability for: 6.3.1. ascertaining or its nominee may thereafter exercise (A) all votingtaking action in respect of any calls, corporate and instalments, conversions, exchanges, maturities, tenders or other matters in relation to any Charged Property or the nature or sufficiency of any payment whether or not the Agent has or is deemed to have knowledge of such matters; or 6.3.2. taking any necessary steps to preserve rights against prior parties or any other rights pertaining to such Collateral at any meeting of shareholders of the applicable Issuer or otherwise and (B) any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining to such 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 corporate structure of the applicable Issuer or upon the exercise by the Pledgor or the Charged Property. 6.4. The Agent of any right, privilege or option pertaining to such 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 the Agent shall have no duty to the Pledgor to exercise any such right, privilege or option and shall not be responsible for obliged to (a) perform any failure to do so or delay in so doing. obligation of the Chargor; (b) The rights make any payment; (c) make any enquiry as to the nature or sufficiency of any payment received by it or the Chargor; or (d) present or file any claim or take any other action to collect or enforce the payment of any amount to which it may be entitled under this Charge, in respect of the Charged Property. 6.5. The Agent and the Secured Parties hereunder shall not be conditioned or contingent upon the pursuit by the Agent or any Secured Party of any right or remedy against the Pledgor or against any other Person which may be or become liable to account as mortgagee in possession in respect of all or any part of the Secured Obligations or against any collateral security therefor, guarantee therefor or right of offset with respect thereto. Neither the Agent nor any Secured Party Charged Property and shall not be liable for any failure to demand, collect or realize loss upon all or any part of the Collateral realisation or for any delay failure to present any interest coupon or any bond or stock drawn for repayment or for any failure to pay any call or instalment or to accept any offer or to notify the Chargor of any such matter or for any failure to ensure that the correct amounts (if any) are paid or received in doing sorespect of the Charged Property or for any negligence or default by its nominees or agents or for any other loss of any nature whatsoever in connection with the Charged Property. 6.6. The monies and liabilities intended to be hereby secured shall be limited for principal in accordance with the provisions of the Stamp Duty Act, nor Cap. 91 of the Laws of Barbados or any statutory modification thereof or substitution therefore subsisting from time to time during the currency of this security. The Agent shall be at liberty at any time and from time to time during the continuance of this security in its absolute discretion as it may think fit without reference to the Chargor, to increase the stamp duty already paid thereon to cover any existing or proposed increase in total indebtedness and liability of the Chargor to the Agent expressed to be under any obligation to sell or otherwise dispose of any Collateral upon the request secured hereunder in excess of the Pledgor or any other Person or amount for which this Charge is currently stamped if the same is insufficiently stamped for such purpose, and all legal costs, charges and expenses incurred by the Agent in connection with such increase of stamp duty shall be deemed to take any other action whatsoever with regard be properly incurred by the Agent and shall be paid by the Chargor to the Collateral or any part thereofAgent.