Common use of Rights of the Controlling Clause in Contracts

Rights of the Controlling. Collateral Agent and the Holders of the Note Obligations. (a) If a Notice of an Actionable Event shall have been given and remains outstanding and the Controlling Collateral Agent shall have given notice of its intent to exercise such rights to the Pledgor (except in the case of a Bankruptcy Event of Default, in which case no such notice shall be required), (i) the Controlling Collateral Agent shall have the right to receive any and all dividends (whether in cash or evidenced by a note or chattel paper) paid in respect of the Pledged Stock and shall, pursuant to the Collateral Agency Agreement, deposit the proceeds of such cash dividends in the Collateral Account, until such monies are disbursed in accordance with the Collateral Agency Agreement, and (ii) all shares of the Pledged Stock shall be registered in the name of the Controlling Collateral Agent or its nominee, and the Controlling Collateral 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 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 the Issuers, or upon the exercise by the Pledgor or the Controlling Collateral 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, but the Controlling Collateral 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) In order to permit the Controlling Collateral Agent to exercise the voting and other rights which it is entitled to exercise pursuant to paragraph 7(a)(ii) and to receive the dividends and distributions which it is authorized to receive and retain pursuant to paragraph 7(a)(i), the Pledgor shall, if necessary, upon written notice from the Controlling Collateral Agent (except in the case of a Bankruptcy Event of Default, in which case no such notice shall be required), from time to time execute and deliver (or cause to be executed and delivered) to the Controlling Collateral Agent all such proxies, dividend payment orders and other instruments as the Controlling Collateral Agent may reasonably request. (c) The rights of the Note Collateral Agent and the holders of the Note Obligations hereunder shall not be conditioned or contingent upon the pursuit by the Note Collateral Agent or any holder of the Note Obligations of any right or remedy against the Issuers or against any other Person which may be or become liable in respect of all or any part of the Note Obligations or against any collateral security therefor, guarantee thereof or right of offset with respect thereto. Neither the Note Collateral Agent nor any holder of the Note 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 Note Collateral 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 Controlling. Collateral Agent and the Holders of the Note Obligations. (a) If a Notice of an Actionable Event shall have been given and remains outstanding and the Controlling Collateral Agent shall have given notice of its intent to exercise such rights to the Pledgor (except in the case of a Bankruptcy Event of Default, in which case no such notice shall be required), (i) the Controlling Collateral Agent shall have the right to receive any and all dividends (whether in cash or evidenced by a note or chattel paper) paid in respect of the Pledged Stock and shall, pursuant to the Collateral Agency Agreement, deposit the proceeds of such cash dividends in the Collateral Account, until such monies are disbursed in accordance with the Collateral Agency Agreement, and (ii) all shares of the Pledged Stock shall be registered in the name of the Controlling Collateral Agent or its nominee, and the Controlling Collateral 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 the Issuers 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 the Issuersrelevant Issuer, or upon the exercise by the Pledgor or the Controlling Collateral 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, but the Controlling Collateral 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) In order to permit the Controlling Collateral Agent to exercise the voting and other rights which it is entitled to exercise pursuant to paragraph 7(a)(ii) and to receive the dividends and distributions which it is authorized to receive and retain pursuant to paragraph 7(a)(i), the Pledgor shall, if necessary, upon written notice from the Controlling Collateral Agent (except in the case of a Bankruptcy Event of Default, in which case no such notice shall be required), from time to time execute and deliver (or cause to be executed and delivered) to the Controlling Collateral Agent all such proxies, dividend payment orders and other instruments as the Controlling Collateral Agent may reasonably request. (c) The rights of the Note Collateral Agent and the holders of the Note Obligations hereunder shall not be conditioned or contingent upon the pursuit by the Note Collateral Agent or any holder of the Note Obligations of any right or remedy against any Issuer or the Issuers Company or against any other Person which may be or become liable in respect of all or any part of the Note Obligations or against any collateral security therefor, guarantee thereof or right of offset with respect thereto. Neither the Note Collateral Agent nor any other holder of the Note 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 Note Collateral 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.