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

Rights of the Lenders and the Agent. (a) All money Proceeds received by the Agent hereunder shall be held by the Agent for the ratable benefit of the Lenders in a Collateral Account. All Proceeds while held by the Agent in a Collateral Account (or by the Pledgor in trust for the Agent and the Lenders) shall continue to be held as collateral security for all the Secured Obligations and shall not constitute payment thereof until applied as provided in paragraph 8(a). (b) 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, (1) the Agent shall have the right to receive any and all cash dividends paid in respect of the Pledged Stock and make applications thereof to the Secured Obligations in such order as the Agent may determine, and (2) 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 the Pledged Stock at any meeting of shareholders of 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 the Pledged Stock upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of the 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 the Agent 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.

Rights of the Lenders and the Agent. (a) All money Proceeds received by the Agent hereunder shall be held by the Agent for the ratable benefit of the Lenders in a Collateral Account. All Proceeds while held by the Agent in a Collateral Account (or by the Pledgor in trust for the Agent and the Lenders) shall continue to be held as collateral security for all the Secured Obligations and shall not constitute payment thereof until applied as provided in paragraph 8(a). (b) If an Event of Default shall occur and be continuing and the Agent shall give notice to the Pledgor of its intent to exercise such rights to the Pledgorrights, (1i) the Agent shall have the right to receive any and all cash dividends paid in respect of the Pledged Stock Equity Interests and make applications application thereof to the Secured Obligations in such order as the Agent may determine, determine and (2ii) the Agent shall have the right to cause all shares of the Pledged Stock shall Equity Interests to be registered in the name of the Agent or its nominee, and the Agent or its nominee may thereafter exercise (Ax) all voting, voting and corporate or limited liability company (as the case may be) and other rights pertaining to such shares of the Pledged Stock Equity Interests at any meeting of shareholders equity holders of the any Issuer or otherwise and (By) any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining to such shares of the Pledged Stock Equity Interests 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 Equity Interests upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of the 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 StockEquity Interests, and in connection therewith, the right to deposit and deliver any and all of the Pledged Stock Equity Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Agent may determine), all without liability (other than for its gross negligence or willful misconduct) 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; provided that the Agent shall not exercise any voting or other consensual rights pertaining to the Pledged Equity Interests in any way that would constitute an exercise of the remedies described in paragraph 8 other than in accordance with such paragraph 8.

Rights of the Lenders and the Agent. (a) All money Proceeds received by the Agent hereunder shall be held by the Agent for the ratable benefit of the Lenders in a Collateral Account. All Proceeds while held by the Agent in a Collateral Account (or by the Pledgor in trust for the Agent and the Lenders) shall continue to be held as collateral security for all the Secured Obligations and shall not constitute payment thereof until applied as provided in paragraph 8(a7(a). (b) 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, (1) the Agent shall have the right to receive any and all cash dividends and distributions paid in respect of the Pledged Stock LLC Interests and make applications application thereof to the Secured Obligations in such order as the Agent may determine, and (2) all shares equity interests of the Pledged Stock 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 and other rights pertaining to such shares of the Pledged Stock LLC Interests at any meeting of shareholders of 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 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 Pledged Stock LLC Interests upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of the Issuer, or upon the exercise by the Pledgor or the Agent of any right, privilege or option pertaining to such shares of the Pledged StockLLC Interests, and in connection therewith, the right to deposit and deliver any and all of the Pledged Stock LLC Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Agent 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.

Rights of the Lenders and the Agent. (a) All money Proceeds received by the Agent hereunder shall be held by the Agent for the ratable benefit of the Lenders in a Collateral Account. All Proceeds while held by the Agent in a Collateral Account (or by the Pledgor in trust for the Agent and the Lenders) shall continue to be held as collateral security for all the Secured Obligations and shall not constitute payment thereof until applied as provided in paragraph 8(a). (b) 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 PledgorHoldings, subject to applicable Gaming Laws, (1i) the Agent shall have the right to receive any and all cash dividends distributions paid in respect of the Pledged Stock Equity and make applications application thereof to the Secured Obligations in a manner consistent with Section 15 (other than cash distributions made to Holdings pursuant to Section 6.06(b) of the Credit Agreement, which such order as the Agent distributions may determinebe received and retained by Holdings), and (2ii) all shares of the Pledged Stock Equity 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 voting and other consensual rights and powers pertaining to such shares of the Pledged Stock Equity at any meeting of shareholders the board of directors of the Issuer Borrower 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 Equity 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 Equity upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate organizational structure of the IssuerBorrower, or upon the exercise by the Pledgor Holdings or the Agent of any right, privilege or option pertaining to such shares of the Pledged StockEquity, and in connection therewith, the right to deposit and deliver any and all of the Pledged Stock Equity with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Agent 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 Holdings 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 Borrower 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 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, except to the extent that such failure constitutes 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 Holdings 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 Agent. (a) All money Proceeds received by the Agent hereunder shall be held by the Agent for the ratable benefit of the Lenders in a Collateral Account. All Proceeds while held by the Agent in a Collateral Account (or by the Pledgor in trust for the Agent and the Lenders) shall continue to be held as collateral security for all the Secured Obligations and shall not constitute payment thereof until applied as provided in paragraph 8(a). (b) 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, : (1i) the Agent shall have the right to receive any and all cash dividends paid in respect of the Pledged Stock and make applications application thereof to the Secured Obligations in such order as the Agent it may determine, and (2ii) 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 the Pledged Stock at any meeting of shareholders of the relevant 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 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 the Agent 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 Lenders hereunder shall not be conditioned or contingent upon the pursuit by the 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 the Secured Obligations or against any other collateral security therefor, guarantee thereof or right of offset with respect thereto. Neither the Agent nor any 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 it 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 Lenders and the Agent. (a) All money Proceeds received by the Agent hereunder shall be held by the Agent for the ratable benefit of the Lenders in a Collateral Account. All Proceeds while held by the Agent in a Collateral Account (or by the Pledgor in trust for the Agent and the Lenders) shall continue to be held as collateral security for all the Secured Obligations and shall not constitute payment thereof until applied as provided in paragraph 8(a). (b) 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, (1i) the Agent shall have the right to receive any and all cash dividends paid in respect of the Pledged Stock and make applications application thereof to the Secured Guarantee Obligations in such order as the Agent may determine, determine and (2ii) 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 the Pledged Stock at any meeting of shareholders of the Issuer 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 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 the Agent it may determine), all without liability to the Agent 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 Lenders hereunder shall not be conditioned or contingent upon the pursuit by the Agent or any Lender of any right or remedy against the Pledgor, the Parent, the Borrower, any Issuer, any guarantor or against any other Person which may be or become liable in respect of all or any part of the Guarantee Obligations or against any collateral security therefor, guarantee therefor or right of offset with respect thereto. Neither the Agent nor any 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 Lenders and the Agent. (a) All money Proceeds received by the Agent hereunder shall be held by the Agent for the ratable benefit of the Lenders in a Collateral Account. All Proceeds while held by the Agent in a Collateral Account (or by the Pledgor in trust for the Agent and the Lenders) shall continue to be held as collateral security for all the Secured Obligations and shall not constitute payment thereof until applied as provided in paragraph subsection 8(a). (b) 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, (1i) the Agent shall have the right to receive any and all cash dividends paid in respect of the Pledged Stock and make applications application thereof to the Secured Obligations in such order as the Agent may determine, and (2ii) 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 the Pledged Stock at any meeting of shareholders of the 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 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 the Agent 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.

Rights of the Lenders and the Agent. (a) All money Proceeds received by the Agent hereunder shall be held by the Agent for the ratable benefit of the Lenders in a Collateral Account. All Proceeds while held by the Agent in a Collateral Account (or by the Pledgor in trust for the Agent and the Lenders) shall continue to be held as collateral security for all the Secured Obligations and shall not constitute payment thereof until applied as provided in paragraph 8(a). (b) 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, (1i) the Agent shall have the right to receive any and all cash dividends paid in respect of the Pledged Stock and make applications application thereof to the Secured Guarantee Obligations in such order as the Agent may determine, determine and (2ii) 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 the Pledged Stock at any meeting of shareholders of 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 the Pledged Stock upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of the 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 the Agent it may determine), all without liability to the Agent 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 Lenders hereunder shall not be conditioned or contingent upon the pursuit by the Agent or any Lender of any right or remedy against the Pledgor, the Parent, the Borrower, any Issuer, any guarantor or against any other Person which may be or become liable in respect of all or any part of the Guarantee Obligations or against any collateral security therefor, guarantee therefor or right of offset with respect thereto. Neither the Agent nor any 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 Lenders and the Agent. (a) All money Proceeds received by the Agent hereunder shall be held by the Agent for the ratable benefit of the Lenders in a Collateral Account. All Proceeds while held by the Agent in a Collateral Account (or by the Pledgor in trust for the Agent and the Lenders) shall continue to be held as collateral security for all the Secured Obligations and shall not constitute payment thereof until applied as provided in paragraph 8(a). (b) If an Event of Default shall occur and be continuing and continuing, the Agent shall (unless such Event of Default is an Event of Default specified in Sections 8.4 or 8.5 of the Loan Agreement, in which case no such notice need be given) give notice of its intent to exercise such its rights hereunder to the Pledgor, in which case: (1i) all rights of the Pledgor (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 written notice to the Pledgor 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 the Pledgor contrary to the provisions of subsection (i) shall be received in trust for the Agent, on behalf of the Lender Group, shall be segregated from other property and funds of the Pledgor and shall be forthwith paid over to the Agent, on behalf of the Lender Group, in the same form as so received (with any necessary endorsement); (iii) the Agent Agent, on behalf of the Lender Group, shall have the right to receive any and all cash dividends dividends, interest or other income paid in respect of the Pledged Stock Securities and make applications application thereof to the Secured Obligations as provided in such order as Section 2.4(b) of the Agent may determine, Loan Agreement; and (2iv) 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 exercise: (A) all voting, corporate and other rights pertaining to such shares of the Pledged Stock at any meeting of shareholders of the Issuer Pledgor’s Restricted Subsidiaries or otherwise 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 Agent was 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 IssuerPledgor’s Restricted Subsidiaries, or upon the exercise by the Pledgor or the Agent 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, depositarydepository, transfer agent, registrar or other designated agency upon such terms and conditions as the Agent it may reasonably 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 hereunder shall not be conditioned or contingent upon the pursuit by the Agent of any right or remedy against the Pledgor, the Borrowers 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 offset with respect thereto. None of the Agent, any Agent-Related Person or any Lender-Related Person 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 (except as finally determined by a court of competent jurisdiction to have arisen solely from the gross negligence or willful misconduct of the Agent, any Agent-Related Person or any Lender-Related Person), 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) Each Pledgor hereby irrevocably appoints the Agent such Pledgor’s attorney-in-fact, with full authority in the place and stead of such Pledgor and in the name of such Pledgor or otherwise, upon the occurrence and during the continuation of an Event of Default to take any action and to execute any instrument that the Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation: (i) to ask for, demand, collect, sxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in respect of the Pledged Notes; (ii) to receive, endorse and collect any drafts or other instruments, documents and chattel paper in connection with clause (i) above; and (iii) to file any claims or take any action or institute any proceedings that the Agent may deem necessary or desirable to enforce compliance with the rights of the Agent with respect to the Pledged Notes.

Rights of the Lenders and the Agent. (a) All money Proceeds received by the Agent hereunder shall be held by the Agent for the ratable benefit of the Lenders in a Collateral Account. All Proceeds while held by the Agent in a Collateral Account (or by the Pledgor Borrower in trust for the Agent and the Lenders) shall continue to be held as collateral security for all the Secured Obligations and shall not constitute payment thereof until applied as provided in paragraph 8(asubsection 10(a). (b) 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 PledgorBorrower, (1i) the Agent shall have the right to receive any and all cash dividends paid in respect of the Pledged Stock and make applications application thereof to the Secured Obligations in such order as the Agent may determine, and (2ii) 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 the Pledged Stock at any meeting of shareholders of the 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 any Issuer, or upon the exercise by the Pledgor Borrower 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 the Agent may determine), all without liability except to account for property actually received by it, but 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. (c) Anything herein to the contrary notwithstanding, the Borrower shall remain liable under the Pledged Notes to observe and perform all the conditions and obligations to be observed and performed by it thereunder all in accordance with the terms and provisions of such Pledged Notes. Neither the Agent nor the Lenders shall have any obligation or liability under any Pledged Note by reason of or arising out of this Agreement or the receipt by the Agent or the Lenders of any payment relating to such Pledged Note pursuant hereto (other than to account for monies actually received by it), nor shall the Agent or any of the Lenders be obligated in any manner to perform any of the obligations of the Borrower under or pursuant to any Pledged Note, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party under any Pledged Note, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times.

Rights of the Lenders and the Agent. (a) All money Proceeds received by the Agent hereunder shall be held by the Agent for the ratable benefit of the Lenders in a Collateral Account. All Proceeds while held by the Agent in a Collateral Account (or by the Pledgor in trust for the Agent and the Lenders) shall continue to be held as collateral security for all the Secured Obligations and shall not constitute payment thereof until applied as provided in paragraph Section 8(a). (b) 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, (1i) the Agent shall have the right to receive any and all cash dividends paid in respect of the Pledged Stock and make applications application thereof to the Secured Obligations in such order as the Agent may determine, and (2ii) 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 the Pledged Stock at any meeting of shareholders of the 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 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 the Agent 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.

Rights of the Lenders and the Agent. (a) All money Proceeds received by the Agent hereunder shall be held by the Agent for the ratable benefit of the Lenders in a Collateral Account. All Proceeds while held by the Agent in a Collateral Account (or by the Pledgor in trust for the Agent and the Lenders) shall continue to be held as collateral security for all the Secured Obligations and shall not constitute payment thereof until applied as provided in paragraph 8(a). (ba) If an a Holdco 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 PledgorHoldings, subject to applicable Gaming Laws and subject to paragraphs 2, 3 and 4, (1i) the Agent shall have the right to receive any and all cash dividends distributions paid in respect of the Pledged Stock Equity and make applications application thereof to the Holdco Guaranteed Secured Obligations in a manner consistent with paragraph 16 (other than cash distributions made to Holdings permitted by Section 6.06(b) of the Credit Agreement and not prohibited by any Other Holdco Guaranteed Agreement, without duplication, which such order as the Agent distributions may determinebe received and retained by Holdings), and (2ii) all shares of the Pledged Stock Equity 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 voting and other consensual rights and powers pertaining to such shares of the Pledged Stock Equity at any meeting of shareholders the board of directors of the Issuer Borrower 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 Equity 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 Equity upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate organizational structure of the IssuerBorrower, or upon the exercise by the Pledgor Holdings or the Agent of any right, privilege or option pertaining to such shares of the Pledged StockEquity, and in connection therewith, the right to deposit and deliver any and all of the Pledged Stock Equity with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Agent 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 Holdings 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) 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, except to the extent that such failure constitutes 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 Holdings or any other Person or, subject to paragraphs 2, 3 and 4, to take any other action whatsoever with regard to the Collateral or any part thereof.

Rights of the Lenders and the Agent. (a) All money Proceeds received by the Agent hereunder shall be held by the Agent for the ratable benefit of the Lenders in a Collateral Account. All Proceeds while held by the Agent in a Collateral Account (or by the Pledgor Pledgors in trust for the Agent and the Lenders) shall continue to be held as collateral security for all the Secured Obligations and shall not constitute payment thereof until applied as provided in paragraph Section 8(a). (b) If At any time after an Event of Default shall occur have occurred and be continuing and the Agent shall give notice of its intent to exercise such rights to the PledgorPledgors, (1i) the Agent shall have the right to receive any and all cash dividends paid in respect of the Pledged Stock and make applications application thereof to the Secured Obligations in such the order as set forth in Section 11 of the Agent may determineSecurity Agreement, and (2ii) 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 the Pledged Stock at any meeting of shareholders of the 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 any Issuer, or upon the exercise by the Pledgor Pledgors 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 the Agent 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.may

Rights of the Lenders and the Agent. (a) All money Proceeds received by the Agent hereunder shall be held by the Agent for the ratable benefit of the Lenders in a Collateral Account. All Proceeds while held by the Agent in a Collateral Account (or by the Pledgor in trust for the Agent and the Lenders) shall continue to be held as collateral security for all the Secured Obligations and shall not constitute payment thereof until applied as provided in paragraph Section 8(a). (b) 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, (1i) the Agent shall have the right to receive any and all cash dividends paid in respect of the Pledged Stock and make applications application thereof to the Secured Obligations in such order as the Agent may determine, and (2ii) 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 the Pledged Stock at any meeting of shareholders of 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 the Pledged Stock upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of the 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 the Agent 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.

Rights of the Lenders and the Agent. (a) All money Proceeds received by the Agent hereunder shall be held by the Agent for the ratable benefit of the Lenders in a Collateral Account. All Proceeds while held by the Agent in a Collateral Account (or by the Pledgor in trust for the Agent and the Lenders) shall continue to be held as collateral security for all the Secured Obligations and shall not constitute payment thereof until applied as provided in paragraph 8(a). (b) 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, (1i) the Agent shall have the right to receive any and all cash dividends and distributions paid in respect of the Pledged Stock Property and make applications application thereof to the Secured Obligations in such order as the Agent may determine, determine and (2ii) all shares of the Pledged Stock Property or portion thereof designated by the Agent 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 partnership and other rights pertaining to such shares of the Pledged Stock Property at any meeting of shareholders partners of the Issuer Partnership 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 Property 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 Property upon the merger, conversion, consolidation, reorganization, recapitalization or other fundamental change in the corporate entity structure of the IssuerPartnership , or upon the exercise by the Pledgor or the Agent of any rightrights, privilege privileges or option options pertaining to such shares of the Pledged StockProperty, and in connection therewith, the right to deposit and deliver any and all of the Pledged Stock Property with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Agent 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 Lenders hereunder shall not be conditioned or contingent upon the pursuit by the Agent or any Lender of any right or remedy against the Borrowers, any Guarantor or any other Person which may be or become liable in respect of all or any part of the Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. Neither the Agent nor any Lender shall be liable for any failure to demand, collect or realize upon all or any part of the Pledged Property or for any delay in doing so, nor shall the Agent or any Lender be under any obligation to sell or otherwise dispose of any Pledged Property upon the request of the Pledgor or any other Person or to take any other action whatsoever with regard to the Pledged Property or any part thereof.

Rights of the Lenders and the Agent. (a) All money Proceeds received by the Agent hereunder shall be held by the Agent for the ratable benefit of the Lenders in a Collateral Account. All Proceeds while held by the Agent in a Collateral Account (or by the each Pledgor in trust for the Agent and the Lenders) shall continue to be held as collateral security for all the Secured Obligations and shall not constitute payment thereof until applied as provided in paragraph 8(asubsection 10(a). (b) 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 a Pledgor, (1i) the Agent shall have the right to receive any and all cash dividends paid in respect of the Pledged Stock and make applications application thereof to the Secured Obligations in such order as the Agent may determine, and (2ii) 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 the Pledged Stock at any meeting of shareholders of the 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 any Issuer, or upon the exercise by the such 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 the Agent may determine), all without liability except to account for property actually received by it, but the Agent shall have no duty to the 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. (c) Anything herein to the contrary notwithstanding, each Pledgor shall remain liable under the Pledged Notes of such Pledgor to observe and perform all the conditions and obligations to be observed and performed by it thereunder all in accordance with the terms and provisions of such Pledged Notes. Neither the Agent nor the Lenders shall have any obligation or liability under any Pledged Note by reason of or arising out of this Agreement or the receipt by the Agent or the Lenders of any payment relating to such Pledged Note pursuant hereto (other than to account for monies actually received by it), nor shall the Agent or any of the Lenders be obligated in any manner to perform any of the obligations of any Pledgor under or pursuant to any Pledged Note, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party under any Pledged Note, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times.

Rights of the Lenders and the Agent. (a) All money Proceeds received by the Agent hereunder shall be held by the Agent for the ratable benefit of the Lenders in a Collateral Account. All Proceeds while held by the Agent in a Collateral Account (or by the Pledgor Pledgors in trust for the Agent and the Lenders) shall continue to be held as collateral security for all the Secured Obligations and shall not constitute payment thereof until applied as provided in paragraph subsection 8(a). (b) 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, (1i) the Agent shall have the right to receive any and all cash dividends paid in respect of the Pledged Stock and make applications application thereof to the Secured Obligations in such order as the Agent may determine, and (2ii) 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 the Pledged Stock at any meeting of shareholders of 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 the Pledged Stock upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of the Issuer, or upon the exercise by the Pledgor Pledgors 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 the Agent 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.

Rights of the Lenders and the Agent. (a) All money Proceeds received by the Agent hereunder shall be held by the Agent for the ratable benefit of the Lenders in If a Collateral Account. All Proceeds while held by the Agent in a Collateral Account (or by the Pledgor in trust for the Agent and the Lenders) shall continue to be held as collateral security for all the Secured Obligations and shall not constitute payment thereof until applied as provided in paragraph 8(a). (b) If an Holdco 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 PledgorHoldings, subject to applicable Gaming Laws and subject to paragraphs 2, 3 and 4, (1i) the Agent shall have the right to receive any and all cash dividends distributions paid in respect of the Pledged Stock Equity and make applications application thereof to the Holdco Guaranteed Secured Obligations in a manner consistent with paragraph 16 (other than cash distributions made to Holdings permitted by Section 6.06(b) of the Credit Agreement and not prohibited by any Other Holdco Guaranteed Agreement, without duplication, which such order as the Agent distributions may determinebe received and retained by Holdings), and (2ii) all shares of the Pledged Stock Equity 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 voting and other consensual rights and powers pertaining to such shares of the Pledged Stock Equity at any meeting of shareholders the board of directors of the Issuer Borrower 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 Equity 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 Equity upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate organizational structure of the IssuerBorrower, or upon the exercise by the Pledgor Holdings or the Agent of any right, privilege or option pertaining to such shares of the Pledged StockEquity, and in connection therewith, the right to deposit and deliver any and all of the Pledged Stock Equity with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Agent 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 Holdings 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) 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, except to the extent that such failure constitutes 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 Holdings or any other Person or, subject to paragraphs 2, 3 and 4, to take any other action whatsoever with regard to the Collateral or any part thereof.

Rights of the Lenders and the Agent. (a) All money Proceeds received by the Agent hereunder shall be held by the Agent for the ratable benefit of the Lenders in a Collateral Account. All Proceeds while held by the Agent in a Collateral Account (or by the Pledgor Pledgors in trust for the Agent and the Lenders) shall continue to be held as collateral security for all the Secured Obligations and shall not constitute payment thereof until applied as provided in paragraph Section 8(a). (b) If At any time after an Event of Default shall occur have occurred and be continuing and the Agent shall give notice of its intent to exercise such rights to the PledgorPledgors, (1i) the Agent shall have the right to receive any and all cash dividends paid in respect of the Pledged Stock and make applications application thereof to the Secured Obligations in such the order as set forth in Section 11 of the Agent may determineSecurity Agreement, and (2ii) 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 the Pledged Stock at any meeting of shareholders of the 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 any Issuer, or upon the exercise by the Pledgor Pledgors 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 the Agent 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.

Rights of the Lenders and the Agent. (a) All money Proceeds received by the Agent hereunder shall be held by the Agent for the ratable benefit of the Lenders in a Collateral Account. All Proceeds while held by the Agent in a Collateral Account (or by the Pledgor Borrower in trust for the Agent and the Lenders) shall continue to be held as collateral security for all the Secured Obligations and shall not constitute payment thereof until applied as provided in paragraph Section 8(a). (b) 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 PledgorBorrower, (1i) the Agent shall have the right to receive any and all cash dividends paid in respect of the Pledged Stock and make applications application thereof to the Secured Obligations in such order as the Agent may determine, and (2ii) 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 the Pledged Stock at any meeting of shareholders of the 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 any Issuer, or upon the exercise by the Pledgor Borrower 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 the Agent may determine), all without liability except to account for property actually received by it, but 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 Lenders and the Agent. (a) All money Proceeds received by the Agent hereunder shall be held by the Agent for the ratable benefit of the Lenders in a Collateral Account. All Proceeds while held by the Agent in a Collateral Account (or by the Pledgor in trust for the Agent and the Lenders) shall continue to be held as collateral security for all the Secured Obligations and shall not constitute payment thereof until applied as provided in paragraph 8(a). (b) 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, (1i) the Agent shall have the right to receive any and all cash dividends paid in respect of the Pledged Stock Stock, and to make applications application thereof to the Secured Obligations in such order as the Agent may determine, determine and (2ii) 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 the Pledged Stock at any meeting meetings of shareholders of the 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 the Pledged Stock upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of the any of Issuer, or upon the exercise by the Pledgor or the 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 the Pledged Stock with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Agent it may determine), all without liability to the Agent 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 Lenders hereunder shall not be conditioned or contingent upon the pursuit by the Agent or any Lender of any right or remedy against the Pledgor, any Issuer, any guarantor 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 offset with respect thereto. Neither the Agent nor any 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 Lenders and the Agent. (a) All money Proceeds received by the Agent hereunder shall be held by the Agent for the ratable benefit of the Lenders in a Collateral Account. All Proceeds while held by the Agent in a Collateral Account (or by the Pledgor in trust for the Agent and the Lenders) shall continue to be held as collateral security for all the Secured Obligations and shall not constitute payment thereof until applied as provided in paragraph 8(a). (b) 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, (1i) the Agent shall have the right to receive any and all cash dividends paid in respect of the Pledged Stock and make applications application thereof to the Secured Obligations in such order as the Agent may determine, determine and (2ii) 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 the Pledged Stock at any meeting of shareholders of the Issuer Borrower 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 IssuerBorrower, 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 the Agent it may determine), all without liability to the Agent 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 Lenders hereunder shall not be conditioned or contingent upon the pursuit by the Agent or any Lender of any right or remedy against the Borrower, any Subsidiary, any Guarantor 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 offset with respect thereto. Neither the Agent nor any 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 Lenders and the Agent. (a) All money Proceeds received ----------------------------------- by the Agent hereunder shall be held by the Agent for the ratable benefit of the Lenders in a Collateral Account. All Proceeds while held by the Agent in a Collateral Account (or by the Pledgor Pledgors in trust for the Agent and the Lenders) shall continue to be held as collateral security for all the Secured Obligations and shall not constitute payment thereof until applied as provided in paragraph Section 8(a). (b) If At any time after an Event of Default shall occur have occurred and be continuing and the Agent shall give notice of its intent to exercise such rights to the PledgorPledgors, (1i) the Agent shall have the right to receive any and all cash dividends paid in respect of the Pledged Stock and make applications application thereof to the Secured Obligations in such the order as set forth in Section 11 of the Agent may determineSecurity Agreement, and (2ii) 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 the Pledged Stock at any meeting of shareholders of the 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 any Issuer, or upon the exercise by the Pledgor Pledgors 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 the Agent 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.