Common use of Rights of the Banks and the Agent Clause in Contracts

Rights of the Banks and the Agent. (a) If an Event of Default shall occur and be continuing and the Agent shall give notice of its intent to exercise its rights hereunder to the Company, (i) the Agent shall have the right to receive any and all cash dividends paid in respect of the Pledged Stock and make application thereof to the Obligations in such order as the Agent may determine, and (ii) all shares of the 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 shares of Pledged Stock at any meeting of shareholders of any Issuer or otherwise and (B) any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining to such 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 Pledged Stock upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any Issuer, or upon the exercise by the Pledgor or the Agent of any right, privilege or option pertaining to such shares of the Pledged Stock, and in connection therewith, the right to deposit and deliver any and all of the 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 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.

Rights of the Banks and the Agent. (a) If an Event of Default shall occur have occurred and be continuing and the Agent shall give notice of its intent to exercise its such rights hereunder to the CompanyBorrower, (i) the Agent shall have the right to receive any and all cash dividends Proceeds paid in respect of the Pledged Stock Collateral and all Proceeds of Proceeds and make application thereof to the Obligations in such order as the Agent may determinemanner provided in subsection 8(a) and Section 15 of this Agreement, and (ii) all shares of the Pledged Stock Collateral shall be registered in the name of the Agent or its nominee, and the Agent, Agent or its nominee may thereafter exercise (A1) all voting, corporate and other rights pertaining to such shares of the Pledged Stock Collateral at any meeting of shareholders or creditors of any Issuer issuer or otherwise otherwise, and (B2) any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining to such shares of the Pledged Stock Collateral as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Stock Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any Issuerissuer, or upon the exercise by the Pledgor Borrower or the Agent of any right, privilege or option pertaining to such shares of the Pledged StockCollateral, and in connection therewith, the right to deposit and deliver any and all of the Pledged Stock Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it the Agent may reasonably determine), all without liability except to account for property actually received by it and except for its gross negligence or willful misconductthe Agent, but provided, however, that the Agent shall have no duty to the Pledgor Borrower to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.

Rights of the Banks and the Agent. (a) If an Event of Default shall occur and be continuing and the Agent shall give notice of its intent to exercise its such rights hereunder to the Company, (i) the Agent shall have the right to receive any and all cash dividends paid in respect of the Pledged Stock and make application thereof to the Obligations in such order as the Agent may determine, and (ii) all shares of the Pledged Stock shall 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 and other rights pertaining to such shares of the Pledged Stock at any meeting of shareholders of any Issuer the Issuers or otherwise and (B) any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining to such 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 Pledged Stock upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any Issuerthe Issuers, or upon the exercise by the Pledgor Company or the Agent of any right, privilege or option pertaining to such shares of the Pledged Stock, and in connection therewith, the right to deposit and deliver any and all of the 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 and except for its gross negligence or willful misconductit, but the Agent shall have no duty to the Pledgor Company to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.