Common use of Rights of the Lenders and the Administrative Agent Clause in Contracts

Rights of the Lenders and the Administrative Agent. (a) If an Event of Default shall occur and be continuing and the Administrative Agent shall give notice of its intent to exercise such rights to a Pledgor, (1) the Administrative Agent shall have the right to receive any and all cash dividends paid in respect of the Pledged Stock of such Pledgor and any and all interest, principal or other payments paid in respect of the Pledged Notes of such Pledgor and make application thereof to the Obligations of such Pledgor in such order as the Administrative Agent may determine, and (2) all shares of such Pledged Stock shall be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (A) all voting, corporate and other rights pertaining to such 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 Pledged Stock as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of such Pledged Stock upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any Issuer, or upon the exercise by such Pledgor or the Administrative Agent of any right, privilege or option pertaining to such Pledged Stock, and in connection therewith, the right to deposit and deliver any and all of such Pledged Stock with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine) and (3) the Administrative Agent or its nominee may thereafter exercise all rights pertaining to such Pledged Notes (including without limitation, any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining thereto) as if it were the absolute owner thereof, all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to such 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 Lenders and the Administrative Agent. (a) If an Event of Default shall occur and be continuing and the Administrative Agent shall (unless such Event of Default is an Event of Default specified in subsection 9(f) of the Credit Agreement, in which case no such notice need be given) give notice of its intent to exercise such its rights hereunder to a the Pledgor, (1i) the Administrative Agent shall have the right to receive any and all cash dividends dividends, distributions and payments or other income paid in respect of the Pledged Stock of such Pledgor and any and all interest, principal or other payments paid in respect of the Pledged Notes of such Pledgor Collateral and make application thereof to the Guarantee Obligations of such Pledgor in such order as the Administrative Agent may determine, determine and (2ii) all shares of such the Pledged Stock shall be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (A) all voting, corporate corporate, member, creditor and other rights rights, powers and privileges pertaining to such Pledged Stock Collateral 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 Pledged Stock the Collateral as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of such Pledged Stock the Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any Issuer, or upon the exercise by such the Pledgor or the Administrative Agent of any right, privilege or option pertaining to such Pledged Stockthe Collateral, and in connection therewith, the right to deposit and deliver any and all of such Pledged Stock the Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent it may determine) and (3) the Administrative Agent or its nominee may thereafter exercise all rights pertaining to such Pledged Notes (including without limitation, any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining thereto) as if it were the absolute owner thereof), all without liability except to account for property actually received by itit and except for its gross negligence or willful misconduct, but the Administrative Agent shall have no duty to such 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 Lenders and the Administrative Agent. (a) If an Event of Default shall occur have occurred and be continuing and the Administrative Agent shall give have given notice of its intent to exercise such rights to a the Pledgor, (1i) the Administrative Agent shall have the right to receive any and all cash dividends paid (other than dividends expressly permitted by Section 7.8(a) of the Credit Agreement and dividends to be used for the purpose referred to in the parenthetical contained in Section 7.8(b) of the Credit Agreement) and amounts payable in respect of the Pledged Stock of such Pledgor and any and all interest, principal or other payments paid in respect of the Pledged Notes of such Pledgor Securities and make application thereof to the Obligations of such Pledgor in such order as the Administrative Agent may determine, and (2ii) all shares of such the Pledged Stock Securities shall be registered in or transferred to the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (A) all voting, corporate and other rights pertaining to such the Pledged Stock Securities at any meeting of shareholders of any the Issuer or otherwise and (B) any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining to such the Pledged Stock Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of such the Pledged Stock upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any the Issuer, or upon the exercise by such the Pledgor or the Administrative Agent of any right, privilege or option pertaining to such shares of such Pledged Stock, and in connection therewith, the right to deposit and deliver any and all of such Pledged Stock with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent it may determine) and (3) the Administrative Agent or its nominee may thereafter exercise all rights pertaining to such Pledged Notes (including without limitation, any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining thereto) as if it were the absolute owner thereof), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to such 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 Lenders and the Administrative Agent. (a) If an Event of Default shall occur and be continuing and the Administrative Agent shall give notice of its intent to exercise such rights to a Pledgorcontinuing, (1i) the Administrative Agent shall have the right to receive any and all cash dividends paid in respect of the Pledged Stock of such Pledgor Stock, and any and all interest, principal or other payments paid in respect of the Pledged Notes of such Pledgor and to make application thereof to the Obligations of such Pledgor in such order as the Administrative Agent may determine, determine and (2ii) all shares of such the Pledged Stock shall be registered in the name of the Administrative Agent or its nominee, and the Administrative 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 meetings of shareholders of any Issuer or otherwise otherwise, and (B) any and all rights of conversion, exchange, subscription and any other rights, privileges or options options, pertaining to any of 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 such 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 such the Pledgor or the Administrative Agent of any right, privilege or option pertaining to any of such shares of the Pledged Stock, and in connection therewith, the right to deposit and deliver any and all of such the Pledged Stock with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent it may determine) and (3) the Administrative Agent or its nominee may thereafter exercise all rights pertaining to such Pledged Notes (including without limitation, any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining thereto) as if it were the absolute owner thereof), all without liability to the Administrative Agent except to account for property actually received by it, but the Administrative Agent shall have no duty to such 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 Lenders and the Administrative Agent. (a) If an Event of Default shall occur and be continuing and the Administrative Agent shall (unless such Event of Default is an Event of Default specified in subsection 8(f) of the Credit Agreement, in which case no such notice need be given) give notice of its intent to exercise such its rights hereunder to a the Pledgor, (1i) the Administrative Agent shall have the right to receive any and all cash dividends paid in respect of the Pledged Stock of such Pledgor and any and all interest, principal or other payments paid in respect of the Pledged Notes of such Pledgor and make application thereof to the Guarantee Obligations of such Pledgor in such order as the Administrative Agent may determineaccordance with paragraph 8 hereof, and (2ii) all shares of such the Pledged Stock shall be registered in the name of the Administrative Agent or its nominee, and the Administrative 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 the 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 such the Pledged Stock upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any the Issuer, or upon the exercise by such the Pledgor or the Administrative 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 such the Pledged Stock with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent it may determine) and (3) the Administrative Agent or its nominee may thereafter exercise all rights pertaining to such Pledged Notes (including without limitation, any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining thereto) as if it were the absolute owner thereof), all without liability except to account for property actually received by itit and except for its gross negligence or willful misconduct, but the Administrative Agent shall have no duty to such 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 Lenders and the Administrative Agent. (a) If an Event of Default shall occur and be continuing and the Administrative Agent shall (unless such Event of Default is an Event of Default specified in subsection 14(f) of the Credit Agreement, in which case no such notice need be given) give notice of its intent to exercise such its rights hereunder to a the Pledgor, (1i) the Administrative Agent shall have the right to receive any and all cash dividends paid in respect of the Pledged Stock of such Pledgor and any and all interest, principal or other payments paid in respect of the Pledged Notes of such Pledgor and make application thereof to the Guarantee Obligations of such Pledgor in such order as the Administrative Agent may determine, and (2ii) all shares of such the Pledged Stock shall be registered in the name of the Administrative Agent or its nominee, and the Administrative 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 the 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 such the Pledged Stock upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any the Issuer, or upon the exercise by such the Pledgor or the Administrative 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 such the Pledged Stock with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent it may determine) and (3) the Administrative Agent or its nominee may thereafter exercise all rights pertaining to such Pledged Notes (including without limitation, any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining thereto) as if it were the absolute owner thereof), all without liability except to account for property actually received by itit and except for its gross negligence or willful misconduct, but the Administrative Agent shall have no duty to such 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 Lenders and the Administrative Agent. (a) If an Event of Default shall occur have occurred and be continuing and the Administrative Agent shall give have given notice of its intent to exercise such rights to a any Pledgor, (1i) the Administrative Agent shall have the right to receive any and all cash dividends paid and amounts payable in respect of the Pledged Stock of such Pledgor and any and all interest, principal or other payments paid in respect of the Pledged Notes of Securities pledged by such Pledgor and make application thereof to the Obligations of such Pledgor in such order as the Administrative Agent may determine, and (2ii) all shares of the Pledged Securities pledged by such Pledged Stock Pledgor shall be registered in or transferred to the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (A) all voting, corporate and other rights pertaining to such the Pledged Stock Securities at any meeting of shareholders of any each Issuer or otherwise and (B) any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining to such the Pledged Stock Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of such 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 such Pledgor or the Administrative Agent of any right, privilege or option pertaining to such shares of such Pledged Stock, and in connection therewith, the right to deposit and deliver any and all of such Pledged Stock with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent it may determine) and (3) the Administrative Agent or its nominee may thereafter exercise all rights pertaining to such Pledged Notes (including without limitation, any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining thereto) as if it were the absolute owner thereof), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to such any 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 Lenders and the Administrative Agent. (a) If an Event -------------------------------------------------- of Default shall occur and be continuing and the Administrative Agent shall (unless such Event of Default is an Event of Default specified in subsection 11(f) of the Credit Agreement, in which case no such notice need be given) give notice of its intent to exercise such its rights hereunder to a the Pledgor, (1i) the Administrative Agent shall have the right to receive any and all cash dividends paid in respect of the Pledged Stock of such Pledgor and any and all interest, principal or other payments paid in respect of the Pledged Notes of such Pledgor and make application thereof to the Guarantee Obligations of such Pledgor in such order as the Administrative Agent may determine, and (2ii) all shares of such the Pledged Stock shall be registered in the name of the Administrative Agent or its nominee, and the Administrative 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 the 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 such the Pledged Stock upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any the Issuer, or upon the exercise by such the Pledgor or the Administrative 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 such the Pledged Stock with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent it may determine) and (3) the Administrative Agent or its nominee may thereafter exercise all rights pertaining to such Pledged Notes (including without limitation, any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining thereto) as if it were the absolute owner thereof), all without liability except to account for property actually received by itit and except for its gross negligence or willful misconduct, but the Administrative Agent shall have no duty to such 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 Lenders and the Administrative Agent. (a) If an Event of Default shall occur and be continuing and the Administrative Agent shall give notice of its intent to exercise such rights to a Pledgorcontinuing, (1i) the Administrative Agent shall have the right to receive any and all cash dividends paid in respect of the Pledged Stock of such Pledgor and any and all interest, principal or other payments paid in respect of the Pledged Notes of such Pledgor and make application thereof to the Obligations of such Pledgor in such order as the Administrative Agent may determine, and (2ii) all shares of such the Pledged Stock shall may be registered in the name of the Administrative Agent or its nominee, and and, subject to the terms of this Agreement, the Administrative 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 Company 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 such the Pledged Stock upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any Issuerthe Company, or upon the exercise by such the Pledgor or the Administrative 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 such the Pledged Stock with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent it may determine) and (3) the Administrative Agent or its nominee may thereafter exercise all rights pertaining to such Pledged Notes (including without limitation, any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining thereto) as if it were the absolute owner thereof), all without liability except to account for property actually received by itit and except for its gross negligence or willful misconduct or failure to comply with the provisions of Section 12, but the Administrative Agent shall have no duty to such 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 Lenders and the Administrative Agent. (a) If an Event of Default shall occur and be continuing and the Administrative Agent shall give notice of its intent to exercise such rights to a Pledgorthe Parent, (1) the Administrative Agent shall have the right to receive any and all cash dividends paid in respect of the Pledged Stock of such Pledgor and any and all interest, principal or other payments paid in respect of the Pledged Notes of such Pledgor and make application thereof to the Obligations of such Pledgor in such order as the Administrative Agent may determine, and (2) all shares of such the Pledged Stock shall be registered in the name of the Administrative Agent or its nominee, and the Administrative 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 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 such 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 such Pledgor the Parent or the Administrative 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 such the Pledged Stock with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine) and (3) the Administrative Agent or its nominee may thereafter exercise all rights pertaining to such the Pledged Notes (including without limitation, any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining thereto) as if it were the absolute owner thereof, all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to such Pledgor the Parent 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 Lenders and the Administrative Agent. (a) If an Event of Default shall occur and be continuing and the Administrative Agent shall give notice of its intent to exercise such rights to a Pledgorcontinuing, (1i) the Administrative Agent shall have the right to receive any and all cash dividends dividends, distributions, interest and principal paid in respect of the Pledged Stock of such Pledgor Securities, and any and all interest, principal or other payments paid in respect of the Pledged Notes of such Pledgor and to make application thereof to the Obligations of such Pledgor in such order as the Administrative Agent may determine, determine and (2ii) all shares of such the Pledged Stock shall be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (A) all voting, corporate and other rights pertaining to such the Pledged Stock at any meeting of shareholders of any Issuer or otherwise Stock, and (B) any and all rights of conversion, exchange, subscription and any other rights, privileges or options options, pertaining to such any 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 such the Pledged Stock upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any Issuerissuer of Pledged Stock, or upon the exercise by such the Pledgor or the Administrative Agent of any right, privilege or option pertaining to such any of the Pledged Stock, and in connection therewith, the right to deposit and deliver any and all of such the Pledged Stock with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent it may determine) and (3) the Administrative Agent or its nominee may thereafter exercise all rights pertaining to such Pledged Notes (including without limitation, any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining thereto) as if it were the absolute owner thereof), all without liability to the Administrative Agent except to account for property actually received by it, but the Administrative Agent shall have no duty to such 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 Lenders and the Administrative Agent. (a) If Subject to the terms of the Intercreditor Agreement, if an Event of Default shall occur and be continuing and the Administrative Agent shall give notice of its intent to exercise such rights to a Pledgorcontinuing, (1i) the Administrative Agent shall have the right to receive any and all cash dividends paid in respect of the Pledged Stock of such Pledgor and any and all interest, principal or other payments paid in respect of the Pledged Notes of such Pledgor and make application thereof to the Obligations of such Pledgor in such order as the Administrative Agent may determine, and (2ii) all shares of such the Pledged Stock shall may be registered in the name of the Administrative Agent or its nominee, and and, subject to the terms of this Pledge Agreement, the Administrative 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 Company 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 such the Pledged Stock upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any Issuerthe Company, or upon the exercise by such the Pledgor or the Administrative 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 such the Pledged Stock with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent it may determine) and (3) the Administrative Agent or its nominee may thereafter exercise all rights pertaining to such Pledged Notes (including without limitation, any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining thereto) as if it were the absolute owner thereof), all without liability except to account for property actually received by itit and except for its gross negligence or willful misconduct or failure to comply with the provisions of Section 14, but the Administrative Agent shall have no duty to such 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 Lenders and the Administrative Agent. (a) If an Event of Default shall occur and be continuing at anytime after the First Priority Obligations Payment Date and the Administrative Agent shall (unless such Event of Default is an Event of Default specified in subsection 7.01(h) or (i) of the Credit Agreement, in which case no such notice need be given) give notice of its intent to exercise such its rights hereunder to a Pledgorthe Pledgors, (1i) the Administrative Agent shall have the right to receive any and all cash dividends distributions paid in respect of the Pledged Stock of such Pledgor and any and all interest, principal or other payments paid in respect of the Pledged Notes of such Pledgor Equity and make application thereof to the Obligations of such Pledgor in such order as the Administrative Agent may determinedetermine (other than cash distributions made to the Pledgors pursuant to Section 6.06(b) of the Credit Agreement, which such distributions may be received and retained by the Pledgors), and (2ii) all shares units of such the Pledged Stock Equity shall be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (A) all voting, corporate voting and other limited liability company rights pertaining to such units of the Pledged Stock Equity at any meeting of shareholders the members of any the Issuer or otherwise and (B) any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining to such units of the Pledged Stock Equity as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of such the Pledged Stock Equity upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate organizational structure of any the Issuer, or upon the exercise by such any Pledgor or the Administrative Agent of any right, privilege or option pertaining to such units of the Pledged StockEquity, and in connection therewith, the right to deposit and deliver any and all of such the Pledged Stock Equity with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent it may determine) and (3) the Administrative Agent or its nominee may thereafter exercise all rights pertaining to such Pledged Notes (including without limitation, any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining thereto) as if it were the absolute owner thereof), all without liability except to account for property actually received by itit and except for its gross negligence or willful misconduct, but the Administrative Agent shall have no duty to such any 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 Lenders and the Administrative Agent. (a) If an Event of Default shall occur and be continuing and the Administrative Agent shall give notice of its intent to exercise such rights to a Pledgorcontinuing, (1i) the Administrative Agent shall have the right to receive any and all cash dividends dividends, distributions, interest and principal paid in respect of the Pledged Stock of such Pledgor Stock, and any and all interest, principal or other payments paid in respect of the Pledged Notes of such Pledgor and to make application thereof to the Obligations of such Pledgor in such order as the Administrative Agent may determine, determine and (2ii) all shares of such the Pledged Stock shall be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (A) all voting, corporate and other rights pertaining to such the Pledged Stock at any meeting of shareholders of any Issuer or otherwise Stock, and (B) any and all rights of conversion, exchange, subscription and any other rights, privileges or options options, pertaining to such any 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 such the Pledged Stock upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any Issuerissuer of Pledged Stock, or upon the exercise by such the Pledgor or the Administrative Agent of any right, privilege or option pertaining to such any of the Pledged Stock, and in connection therewith, the right to deposit and deliver any and all of such the Pledged Stock with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent it may determine) and (3) the Administrative Agent or its nominee may thereafter exercise all rights pertaining to such Pledged Notes (including without limitation, any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining thereto) as if it were the absolute owner thereof), all without liability to the Administrative Agent except to account for property actually received by it, but the Administrative Agent shall have no duty to such 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 Lenders and the Administrative Agent. (a) If an Event of Default shall occur and be continuing and the Administrative Agent shall give notice of its intent to exercise such rights to a Pledgorcontinuing, (1i) the Administrative Agent shall have the right to receive any and all cash dividends paid in respect of the Pledged Stock of such Pledgor and any and all interest, principal or other payments paid in respect of the Pledged Notes of such Pledgor and make application thereof to the Obligations of such Pledgor in such order as the Administrative Agent may determine, and (2ii) all shares of such the Pledged Stock shall may be registered in the name of the Administrative Agent or its nominee, and and, subject to the terms of this Agreement, the Administrative 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 such 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 such the Pledged Stock upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any the Issuer, or upon the exercise by such Pledgor the Company or the Administrative 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 such the Pledged Stock with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent it may determine) and (3) the Administrative Agent or its nominee may thereafter exercise all rights pertaining to such Pledged Notes (including without limitation, any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining thereto) as if it were the absolute owner thereof), all without liability except to account for property actually received by itit and except for its gross negligence or willful misconduct or failure to comply with the provisions of Section 12, but the Administrative Agent shall have no duty to such Pledgor the 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.

Rights of the Lenders and the Administrative Agent. (a) a. If an Event of Default shall occur and be continuing and the Administrative Agent shall (unless such Event of Default is an Event of Default specified in Section 11(f) of the Credit Agreement, in which case no such notice need be given) give notice of its intent to exercise such its rights hereunder to a the Pledgor, (1i) the Administrative Agent shall have the right to receive any and all cash dividends paid in respect of the Pledged Stock of such Pledgor and any and all interest, principal or other payments paid in respect of the Pledged Notes of such Pledgor and make application thereof to the Obligations of such Pledgor in such order as the Administrative Agent may determine, and (2ii) all shares of such Pledged Stock shall be registered in the name of the Administrative Agent or its nominee, and the Administrative 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 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 such the Pledged Stock upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any Issuerthe issuer, or upon the exercise by such the Pledgor or the Administrative 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 such the Pledged Stock with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent it may determine) and (3) the Administrative Agent or its nominee may thereafter exercise all rights pertaining to such Pledged Notes (including without limitation, any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining thereto) as if it were the absolute owner thereof), all without liability except to account for property actually received by it, but it and except for its gross negligence or willful misconduct. b. The rights of the Administrative Agent shall have no duty to such Pledgor to exercise any such right, privilege or option and the Lenders hereunder shall not be responsible conditioned or contingent upon the pursuit by the Administrative Agent or any Lender of any right or remedy against the issuer or against any other Person which may be or become liable in respect of all or any part of the Obligations or against any collateral security therefor, guarantee therefor or right of set-off with respect thereto. Neither the Administrative Agent nor any Lender shall be liable for any failure to do so demand, collect or realize upon all or any part of the Collateral or for any delay in so doingdoing so, except to the extent that such failure constitutes gross negligence or willful misconduct, nor shall the Administrative 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 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 Lenders and the Administrative Agent. (a) If an Event of Default shall occur and be continuing and the Administrative Agent shall (unless such Event of Default is an Event of Default specified in subsection 7.01(h) or (i) of the Credit Agreement, in which case no such notice need be given) give notice of its intent to exercise such its rights hereunder to a Pledgorthe Pledgors, (1i) the Administrative Agent shall have the right to receive any and all cash dividends distributions paid in respect of the Pledged Stock of such Pledgor and any and all interest, principal or other payments paid in respect of the Pledged Notes of such Pledgor Equity and make application thereof to the Obligations of such Pledgor in such order as the Administrative Agent may determinedetermine (other than cash distributions made to the Pledgors pursuant to Section 6.06(b) of the Credit Agreement, which such distributions may be received and retained by the Pledgors), and (2ii) all shares units of such the Pledged Stock Equity shall be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (A) all voting, corporate voting and other limited liability company rights pertaining to such units of the Pledged Stock Equity at any meeting of shareholders the members of any the Issuer or otherwise and (B) any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining to such units of the Pledged Stock Equity as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of such the Pledged Stock Equity upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate organizational structure of any the Issuer, or upon the exercise by such any Pledgor or the Administrative Agent of any right, privilege or option pertaining to such units of the Pledged StockEquity, and in connection therewith, the right to deposit and deliver any and all of such the Pledged Stock Equity with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent it may determine) and (3) the Administrative Agent or its nominee may thereafter exercise all rights pertaining to such Pledged Notes (including without limitation, any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining thereto) as if it were the absolute owner thereof), all without liability except to account for property actually received by itit and except for its gross negligence or willful misconduct, but the Administrative Agent shall have no duty to such any 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 Lenders and the Administrative Agent. (a) If an Event of Default shall occur have occurred and be continuing and the Administrative Agent shall give have given notice of its intent to exercise such rights to a the Pledgor, (1i) the Administrative Agent shall have the right to receive any and all cash dividends paid and amounts payable in respect of the Pledged Stock of such Pledgor and any and all interest, principal or other payments paid in respect of the Pledged Notes of such Pledgor Securities and make application thereof to the Obligations of such Pledgor in such order as the Administrative Agent may determine, and (2ii) all shares of such the Pledged Stock Securities shall be registered in or transferred to the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (A) all voting, corporate and other rights pertaining to such the Pledged Stock Securities at any meeting of shareholders of any each Issuer or otherwise and (B) any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining to such the Pledged Stock Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of such 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 such the Pledgor or the Administrative 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 such the Pledged Stock with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent it may determine) and (3) the Administrative Agent or its nominee may thereafter exercise all rights pertaining to such Pledged Notes (including without limitation, any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining thereto) as if it were the absolute owner thereof), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to such 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 Lenders and the Administrative Agent. (a) If an Event of Default shall occur and be continuing and the Administrative Agent shall give notice of its intent to exercise such rights to a Pledgorcontinuing, (1i) the Administrative Agent shall have the right to receive any and all cash dividends dividends, distributions, interest and principal paid in respect of the Pledged Stock of such Pledgor Stock, and any and all interest, principal or other payments paid in respect of the Pledged Notes of such Pledgor and to make application thereof to the Obligations of such Pledgor in such order as the Administrative Agent may determine, determine and (2ii) all shares of such the Pledged Stock shall be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (A) all voting, corporate limited liability company and other rights pertaining to such the Pledged Stock at any meeting of shareholders of any Issuer or otherwise Stock, and (B) any and all rights of conversion, exchange, subscription and any other rights, privileges or options options, pertaining to such any 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 such the Pledged Stock upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any Issuerissuer of Pledged Stock, or upon the exercise by such the Pledgor or the Administrative Agent of any right, privilege or option pertaining to such any of the Pledged Stock, and in connection therewith, the right to deposit and deliver any and all of such the Pledged Stock with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent it may determine) and (3) the Administrative Agent or its nominee may thereafter exercise all rights pertaining to such Pledged Notes (including without limitation, any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining thereto) as if it were the absolute owner thereof), all without liability to the Administrative Agent except to account for property actually received by it, but the Administrative Agent shall have no duty to such 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 Lenders and the Administrative Agent. (a) If an Event of Default shall occur and be continuing and the Administrative Agent shall give notice of its intent to exercise such rights to a Pledgorcontinuing, (1i) the Administrative Agent shall have the right to receive any and all cash dividends paid in respect of the Pledged Stock of such Pledgor Stock, and any and all interest, principal or other payments paid in respect of the Pledged Notes of such Pledgor and to make application thereof to the Obligations of such Pledgor in such order as the Administrative Agent may determine, determine and (2ii) all shares of such the Pledged Stock shall be registered in the name of the Administrative Agent or its nominee, and the Administrative 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 meetings of shareholders of any Issuer or otherwise otherwise, and (B) any and all rights of conversion, exchange, subscription and any other rights, privileges or options options, pertaining to any of 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 such 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 such the Pledgor or the Administrative Agent of any right, privilege or option pertaining to any of such shares of the Pledged Stock, and in connection therewith, the right to deposit and deliver any and all of such the Pledged Stock with any committee, depositary, transfer agent, registrar 129 or other designated agency upon such terms and conditions as the Administrative Agent it may determine) and (3) the Administrative Agent or its nominee may thereafter exercise all rights pertaining to such Pledged Notes (including without limitation, any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining thereto) as if it were the absolute owner thereof), all without liability to the Administrative Agent except to account for property actually received by it, but the Administrative Agent shall have no duty to such 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 Lenders and the Administrative Agent. (a) If an Event of Default shall occur and be continuing and the Administrative Agent shall (unless such Event of Default is an Event of Default specified in subsection 14(f) of the Credit Agreement, in which case no such notice need be given) give notice of its intent to exercise such its rights hereunder to a the Pledgor, (1i) the Administrative Agent shall have the right to receive any and all cash dividends dividends, distributions and payments or other income paid in respect of the Pledged Stock of such Pledgor and any and all interest, principal or other payments paid in respect of the Pledged Notes of such Pledgor Collateral and make application thereof to the Obligations of such Pledgor in such order as the Administrative Agent may determine, determine and (2ii) all shares of such the Pledged Stock Stock, all rights in the LLC Collateral and the Note Collateral shall be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (A) all voting, corporate corporate, member, creditor and other rights rights, powers and privileges pertaining to such Pledged Stock Collateral at any meeting of shareholders of any Issuer or otherwise members of an LLC or otherwise, and (B) any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining to such Pledged Stock the Collateral as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of such Pledged Stock the Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any IssuerIssuer or LLC, or upon the exercise by such the Pledgor or the Administrative Agent of any right, privilege or option pertaining to such Pledged Stockthe Collateral, and in connection therewith, the right to deposit and deliver any and all of such Pledged Stock the Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent it may determine) and (3) the Administrative Agent or its nominee may thereafter exercise all rights pertaining to such Pledged Notes (including without limitation, any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining thereto) as if it were the absolute owner thereof), all without liability except to account for property actually received by itit and except for its gross negligence or willful misconduct, but the Administrative Agent shall have no duty to such 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 Lenders and the Administrative Agent. (a) If an Event -------------------------------------------------- of Default shall occur and be continuing and the Administrative Agent shall (unless such Event of Default is an Event of Default specified in subsection 11(f) of the Credit Agreement, in which case no such notice need be given) give notice of its intent to exercise such its rights hereunder to a the Pledgor, (1i) the Administrative Agent shall have the right to receive any and all cash dividends dividends, distributions and payments or other income paid in respect of the Pledged Stock of such Pledgor and any and all interest, principal or other payments paid in respect of the Pledged Notes of such Pledgor Collateral and make application thereof to the Obligations of such Pledgor in such order as the Administrative Agent may determine, determine and (2ii) all shares of such the Pledged Stock shall be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (A) all voting, corporate corporate, creditor and other rights rights, powers and privileges pertaining to such Pledged Stock Collateral at any meeting of shareholders of any Issuer or otherwise otherwise, and (B) any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining to such Pledged Stock the Collateral as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of such Pledged Stock the Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any Issuer, or upon the exercise by such the Pledgor or the Administrative Agent of any right, privilege or option pertaining to such Pledged Stockthe Collateral, and in connection therewith, the right to deposit and deliver any and all of such Pledged Stock the Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent it may determine) and (3) the Administrative Agent or its nominee may thereafter exercise all rights pertaining to such Pledged Notes (including without limitation, any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining thereto) as if it were the absolute owner thereof), all without liability except to account for property actually received by itit and except for its gross negligence or willful misconduct, but the Administrative Agent shall have no duty to such 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.