Common use of Rights and Remedies of the Collateral Agent Clause in Contracts

Rights and Remedies of the Collateral Agent. (a) In addition to the rights and remedies available at law or in equity, after an event of default (as specified in Section 6.1(b)) hereunder, the Collateral Agent on behalf of the Company shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (or any successor thereto) as in effect in the State of New York from time to time (the "Code") (whether or not the Code is in effect in the jurisdiction where the rights and remedies are asserted) and the TRADES Regulations and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted. Wherever reference is made in this Agreement to any section of the Code, such reference shall be deemed to include a reference to any provision of the Code, which is a successor to, or amendment of, such section. Without limiting the generality of the foregoing, such remedies may include, to the extent permitted by applicable law, (i) retention of the Pledged Notes or other Collateral in full satisfaction of the Holders' obligations under the Purchase Contracts or (ii) sale of the Pledged Notes or other Collateral in one or more public or private sales, in each case at the written direction of the Company. (b) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent, in the event the Collateral Agent is unable to make payments to the Company on account of any Pledged Treasury Consideration, Pledged Applicable Ownership Interests in the Treasury Portfolio or Pledged Treasury Securities as provided in Article III hereof in satisfaction of the obligations of the Holder of the Equity Security Units or Stripped Units of which such Pledged Treasury Consideration, Pledged Applicable Ownership Interests in the Treasury Portfolio or Pledged Treasury Securities, as applicable, are a part under the related Purchase Contracts, the inability to make such payments shall constitute an event of default hereunder and the Collateral Agent on behalf of the Company shall have and may exercise, with reference to such Pledged Treasury Consideration, Pledged Applicable Ownership Interests in the Treasury Portfolio or Pledged Treasury Securities, as applicable, and such obligations of such Holder, any and all of the rights and remedies available to a secured party under the Code and the TRADES Regulations after default by a debtor, and as otherwise granted herein or under any other law. (c) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent, the Collateral Agent on behalf of the Company is hereby irrevocably authorized to receive and collect all payments of (i) the principal amount of, or interest on, the Pledged Notes, or (ii) the principal amount of, or interest (if any) on, the Pledged Treasury Consideration, Pledged Applicable Ownership Interests in the Treasury Portfolio or Pledged Treasury Securities, subject, in each case, to the provisions of Article III, and as otherwise granted herein. (d) The Purchase Contract Agent, individually and as attorney-in-fact for each Holder of Equity Security Units and Stripped Units, agrees that, from time to time, upon the written request of the Company or the Collateral Agent (acting upon the written request of the Company), the Purchase Contract Agent or such Holder shall execute and deliver such further documents and do such other acts and things as the Company or the Collateral Agent (acting upon the written request of the Company) may reasonably request in order to maintain the Pledge, and the perfection and priority thereof, and to confirm the rights of the Collateral Agent hereunder. Notwithstanding the foregoing, in no event shall the Purchase Contract Agent be responsible for the preparation or filing of financing or continuation statements in the appropriate jurisdictions or responsible for maintenance or perfection of any security interest hereunder. The Purchase Contract Agent shall have no liability to any Holder for executing any documents or taking any such acts requested by the Company or the Collateral Agent (acting upon the written request of the Company) hereunder, except for liability for its own negligent act, its own negligent failure to act, its bad faith or its own willful misconduct.

Rights and Remedies of the Collateral Agent. (a) In addition to the rights and remedies available at law or in equity, after an event of default (as specified in Section 6.1(b)) hereunderunder any of the Senior Notes by the Company, the Collateral Agent on behalf of the Company shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (or any successor thereto) as in effect in the State of New York from time to time (the "“Code"”) (whether or not the Code is in effect in the jurisdiction where the rights and remedies are asserted) and the TRADES Regulations and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted. Wherever reference is made in this Agreement to any section of the Code, such reference shall be deemed to include a reference to any provision of the Code, Code which is a successor to, or amendment of, such section. Without limiting the generality of the foregoing, such remedies may include, to the extent permitted by applicable law, at the direction of the Trustee (i) retention of the Pledged Senior Notes or other Collateral in full satisfaction of the Holders' Company’s obligations under the Purchase Contracts Notes comprising a part of the Units or (ii) sale of the Pledged Senior Notes or other Collateral in one or more public or private sales, in each case sales or otherwise at the written direction of the CompanyTrustee. (b) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent, in the event the Collateral Agent is unable to make payments to the Company on account of any Pledged Treasury Consideration, Pledged Applicable Ownership Interests in the Treasury Portfolio or Pledged Treasury Securities as provided in Article III hereof in satisfaction of the obligations of the Holder of the Equity Security Units or Stripped Units of which such Pledged Treasury Consideration, Pledged Applicable Ownership Interests in the Treasury Portfolio or Pledged Treasury Securities, as applicable, are a part under the related Purchase Contracts, the inability to make such payments shall constitute an event of default hereunder and the Collateral Agent on behalf of the Company shall have and may exercise, with reference to such Pledged Treasury Consideration, Pledged Applicable Ownership Interests in the Treasury Portfolio or Pledged Treasury Securities, as applicable, and such obligations of such Holder, any and all of the rights and remedies available to a secured party under the Code and the TRADES Regulations after default by a debtor, and as otherwise granted herein or under any other law. (c) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent, the Collateral Agent on behalf of the Company is hereby irrevocably authorized to receive and collect all payments of (i) the principal amount of, or interest on, on the Pledged Senior Notes, or (ii) the principal amount of, or interest (if any) on, the Pledged Treasury Consideration, Pledged Applicable Ownership Interests in the Treasury Portfolio or Pledged Treasury Securities, subject, in each case, subject to the provisions of Article III, and as otherwise granted herein. (dc) The Purchase Contract AgentTrustee, individually and as attorney-in-fact for each Holder of Equity Security Units and Stripped Unitsthe Company, agrees that, from time to time, upon the written request of the Company holders or the Collateral Agent (acting upon the written request of the CompanyHolders), the Purchase Contract Agent Trustee or such Holder the Company shall execute and deliver such further documents and do such other acts and things as may be necessary, including as the Company or the Collateral Agent (acting upon the written request of the Company) may reasonably request in order to maintain the Pledge, and the perfection and priority thereof, and to confirm the rights of the Collateral Agent hereunder. Notwithstanding the foregoing, in no event shall the Purchase Contract Agent be responsible for the preparation or filing of financing or continuation statements in the appropriate jurisdictions or responsible for maintenance or perfection of any security interest hereunder. The Purchase Contract Agent Trustee shall have no liability to any Holder the Company for executing any documents or taking any such acts requested by the Company holders or the Collateral Agent (acting upon the written request of the Companyholders) hereunder, except for liability for its own grossly negligent act, its own grossly negligent failure to act, its own bad faith or its own willful misconduct.

Rights and Remedies of the Collateral Agent. (a) In addition to the rights and remedies available at law or in equity, after any failure on the part of any Holder to make an event Underlying Warrant Installment Payment when and as the same is due and payable pursuant to the terms of default (as specified in Section 6.1(b)) hereunderthe SQUARZ Agreement, the Collateral Agent on behalf of the Company shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (or any successor thereto) as in effect in the State of New York from time to time (the "Code") (whether or not the Code is in effect in the jurisdiction where the rights and remedies are asserted) and the TRADES Regulations and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted. Wherever reference is made in this Agreement to any section of the Code, such reference shall be deemed to include a reference to any provision of the Code, which Code that is a successor to, or amendment of, such section. Without limiting the generality of the foregoing, such remedies may include, to the extent permitted by applicable law, (i) retention of any payments on the Pledged Notes (other than payments attributable to principal) or other Collateral in full satisfaction of the Holders' obligations under the Purchase Contracts or SQUARZ Agreement, (ii) sale of the Pledged Notes or other Collateral in one or more public or private sales, in each case at the written direction of the Company, or (iii) cancellation of the applicable Underlying Warrant; provided, however, that in the case of a sale of the Pledged Note, the Proceeds of such sale attributable to principal of such Pledged Note shall be paid to the SQUARZ Agent for the benefit of the Holder of such Pledged Note. (b) Notwithstanding anything to the contrary set forth herein, the obligation of any Holder to pay the Underlying Warrant Installment Payments or to perform it obligations under the SQUARZ Agreement shall be not be recourse to the principal of any Note. (c) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent, in if the event amounts received by the Collateral Agent is unable (i) as interest payments on a Pledged Note or (ii) with respect to make payments to the Company on account of any a Initial Pledged Treasury Consideration, Treasuries Interest and/or Substitute Pledged Applicable Ownership Interests in the Treasury Portfolio or Pledged Treasury Securities Treasuries Interest as provided in Article III hereof in satisfaction of are, collectively, insufficient to satisfy the obligations of the Holder of the Equity Security Units or Stripped Units of which such Pledged Treasury Consideration, Pledged Applicable Ownership Interests in the Treasury Portfolio or Pledged Treasury Securities, as applicable, are a part under the related Purchase ContractsUnit to pay any Underlying Warrant Installment Payment, the inability to make such payments shall constitute an event of default hereunder and on the part of the Holder under the SQUARZ Agreement. Upon any such event of default, the Collateral Agent on behalf of the Company shall have and may exercise, with reference to such Pledged Treasury ConsiderationNote, Initial Pledged Applicable Ownership Interests in the Treasury Portfolio or Treasuries Interest and Substitute Pledged Treasury SecuritiesTreasuries Interest, as applicable, and such obligations of such Holder, any and all of the rights and remedies available to a secured party under the Code and the TRADES Regulations after default by a debtor, and as otherwise granted herein or under any other law; provided, however, that a failure to make any Underlying Warrant Installment Payment which results from the Company's failure to pay interest on the related Pledged Note shall not constitute an event of default on the part of the Holder of such Note and shall not entitle the Company or the Collateral Agent to any rights or remedies as a secured party, except that the Company may declare the Underlying Warrant null and void if a Holder does not pay the Underlying Warrant Installment Payment in full within five Business Days of the date such Underlying Warrant Payment is due. (cd) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent, the Collateral Agent on behalf of the Company is hereby irrevocably authorized to receive and collect all payments of (i) the principal amount of, or interest on, on the Pledged Notes, or and (ii) the principal amount of, payments made with respect to any Initial Pledged Treasuries Interest or interest (if any) on, the Substitute Pledged Treasury Consideration, Pledged Applicable Ownership Interests in the Treasury Portfolio or Pledged Treasury SecuritiesTreasuries Interest, subject, in each case, to the provisions of Article III, and as otherwise granted herein. (de) The Purchase Contract SQUARZ Agent, individually and as attorney-in-fact for each Holder of Equity Security Units and Stripped UnitsHolder, agrees that, from time to time, upon the written request of the Company or the Collateral Agent (acting upon the written request of the Company), the Purchase Contract SQUARZ Agent or such Holder shall execute and deliver such further documents and do such other acts and things as the Company or the Collateral Agent (acting upon the written request of the Company) may reasonably request in order to maintain the Pledge, and the perfection and priority thereof, and to confirm the rights of the Collateral Agent hereunder. Notwithstanding the foregoing, in no event shall the Purchase Contract Agent be responsible for the preparation or filing of financing or continuation statements in the appropriate jurisdictions or responsible for maintenance or perfection of any security interest hereunder. The Purchase Contract SQUARZ Agent shall have no liability to any Holder for executing any documents or taking any such acts requested by the Company or the Collateral Agent (acting upon the written request of the Company) hereunder, except for liability for its own grossly negligent act, its own grossly negligent failure to act, its bad faith or its own willful misconduct.

Rights and Remedies of the Collateral Agent. (a) In addition to the rights and remedies specified in Section 4.4 hereof or otherwise available at law or in equity, after an event of default (as specified in Section 6.1(b)) hereunder, the Collateral Agent on behalf of the Company shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (or any successor thereto) as in effect in the State of New York from time to time (the "Code") (whether or not the Code is in effect in the jurisdiction where the rights and remedies are asserted) and the TRADES Regulations and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted. Wherever reference is made in this Agreement to any section of the Code, such reference shall be deemed to include a reference to any provision of the Code, Code which is a successor to, or amendment of, such section. Without limiting the generality of the foregoing, such remedies may include, to the extent permitted by applicable law, (i) retention of the Pledged Notes Capital Securities or other Collateral in full satisfaction of the Holders' obligations under the Purchase Contracts or (ii) sale of the Pledged Notes Capital Securities or other Collateral in one or more public or private sales, in each case at the written direction of the Company. (b) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent, in the event the Collateral Agent is unable to make payments to the Company on account of any Pledged Treasury Consideration, Pledged the appropriate Applicable Ownership Interests Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio or on account of principal payments of any Pledged Treasury Securities as provided in Article III hereof in satisfaction of the obligations of the Holder of the Equity Security Units or Stripped Units Securities of which such Pledged Treasury ConsiderationSecurities, Pledged or the appropriate Applicable Ownership Interests Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio or Pledged Treasury SecuritiesPortfolio, as applicable, are is a part under the related Purchase Contracts, the inability to make such payments shall constitute an event of default hereunder and the Collateral Agent on behalf of the Company shall have and may exercise, with reference to such Pledged Treasury ConsiderationSecurities, Pledged or such appropriate Applicable Ownership Interests Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio or Pledged Treasury SecuritiesPortfolio, as applicable, and such obligations of such Holder, any and all of the rights and remedies available to a secured party under the Code and the TRADES Regulations after default by a debtor, and as otherwise granted herein or under any other law. (c) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent, the Collateral Agent on behalf of the Company is hereby irrevocably authorized to receive and collect all payments of (i) the principal amount ofStated Amount of or, or interest cash distributions on, the Pledged NotesCapital Securities, or (ii) the principal amount of, or interest (if any) on, of the Pledged Treasury ConsiderationSecurities, Pledged or (iii) the appropriate Applicable Ownership Interests Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio or Pledged Treasury SecuritiesPortfolio, subject, in each case, to the provisions of Article IIISection 3, and as otherwise granted herein. (d) The Purchase Contract Agent, individually and as attorney-in-fact for each Holder of Equity Security Units and Stripped UnitsSecurities, in the event such Holder becomes the Holder of a Growth PRIDES, agrees that, from time to time, upon the written request of the Company or the Collateral Agent (acting upon the written request of the Company)Agent, the Purchase Contract Agent or such Holder shall execute and deliver such further documents and do such other acts and things as the Company or the Collateral Agent (acting upon the written request of the Company) may reasonably request in order to maintain the Pledge, and the perfection and priority thereof, and to confirm the rights of the Collateral Agent hereunder. Notwithstanding the foregoing, in no event shall the Purchase Contract Agent be responsible for the preparation or filing of financing or continuation statements in the appropriate jurisdictions or responsible for maintenance or perfection of any security interest hereunder. The Purchase Contract Agent shall have no liability to any Holder for executing any documents or taking any such acts requested by the Company or the Collateral Agent (acting upon the written request of the Company) hereunder, except for liability for its own negligent act, its own negligent failure to act, its bad faith or its own willful misconduct.

Rights and Remedies of the Collateral Agent. (a) In addition to the rights and remedies available at law or in equity, after an event of default (as specified in Section 6.1(b)) hereunderunder the Purchase Contracts, the Collateral Agent on behalf of the Company shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (or any successor thereto) as in effect in the State of New York from time to time (the "Code") (whether or not the Code is in effect in the jurisdiction where the rights and remedies are asserted) and the TRADES Regulations and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted. Wherever reference is made in this Agreement to any section of the Code, such reference shall be deemed to include a reference to any provision of the Code, Code which is a successor to, or amendment of, such section. Without limiting the generality of the foregoing, such remedies may include, to the extent permitted by applicable law, (i) retention of the Pledged Notes or other Collateral in full satisfaction of the Holders' obligations under the Purchase Contracts or (ii) sale of the Pledged Notes or other Collateral in one or more public or private sales, in each case at the written direction of the Company. (b) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent, in the event the Collateral Agent is unable to make payments to the Company on account of any Pledged Treasury Consideration, Pledged Applicable Ownership Interests Interest in the Treasury Portfolio or Pledged Treasury Securities as provided in Article III hereof in satisfaction of the obligations of the Holder of the Equity Security Units or Stripped Units of which such Pledged Treasury Consideration, Pledged Applicable Ownership Interests in the Treasury Portfolio or Pledged Treasury Securities, as applicable, are is a part under the related Purchase Contracts, the inability to make such payments shall constitute an event of default hereunder under the Purchase Contracts and the Collateral Agent on behalf of the Company shall have and may exercise, with reference to such Pledged Treasury ConsiderationSecurities, Pledged Applicable Ownership Interests Interest in the Treasury Portfolio or Pledged Treasury SecuritiesConsideration, as applicable, and such obligations of such Holder, any and all of the rights and remedies available to a secured party under the Code and the TRADES Regulations after default by a debtor, and as otherwise granted provided herein or under any other law. (c) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent, the Collateral Agent on behalf of the Company is hereby irrevocably authorized to receive and collect all payments of (i) the principal amount of, or interest on, the Pledged Notes, or (ii) the principal amount of, or interest (if any) on, the Pledged Treasury Consideration, Pledged Applicable Ownership Interests Interest in the Treasury Portfolio or Pledged Treasury Securities, subject, in each case, to the provisions of Article III, and as otherwise granted herein. (d) The Purchase Contract Agent, individually and as attorney-in-fact for each Holder of Equity Security Units and Stripped Units, agrees that, from time to time, upon the written request of the Company or the Collateral Agent (acting upon the written request of the Company)Agent, the Purchase Contract Agent or such Holder shall execute and deliver such further documents and do such other acts and things as the Company or the Collateral Agent (acting upon the written request of the Company) may reasonably request in order to maintain the Pledge, and the perfection and priority thereof, and to confirm the rights of the Collateral Agent hereunder. Notwithstanding the foregoing, in no event shall the Purchase Contract Agent be responsible for the preparation or filing of financing or continuation statements in the appropriate jurisdictions or responsible for maintenance or perfection of any security interest hereunder. The Purchase Contract Agent shall have no liability to any Holder for executing any documents or taking any such acts requested by the Company or the Collateral Agent (acting upon the written request of the Company) hereunder, except for liability for its own negligent act, its own negligent failure to act, its bad faith or its own willful misconduct.the

Rights and Remedies of the Collateral Agent. (a) In addition to the rights and remedies available at law or in equity, after an event of default (as specified in Section 6.1(b)) below) hereunder, the Collateral Agent on behalf of the Company shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (or any successor thereto) as in effect in the State of New York from time to time (the "Code") UCC (whether or not the Code UCC is in effect in the jurisdiction where the rights and remedies are asserted) and the TRADES Regulations and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted. Wherever reference is made in this Agreement to any section of the Code, such reference shall be deemed to include a reference to any provision of the Code, which is a successor to, or amendment of, such section. Without limiting the generality of the foregoing, such remedies may include, to the extent permitted by applicable law, (i1) retention of the Pledged Notes Treasury Securities or other Collateral in full satisfaction of the Holders' obligations under the Purchase Contracts any Excess Initial Proceeds or (ii2) sale of the Pledged Notes Treasury Securities or other Collateral any Excess Initial Proceeds in one or more public or private sales, in each either case at the written direction in full satisfaction of the CompanyHolders’ obligations under the Note Purchase Contracts and the Note Purchase Contract Agreement. (b) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent, in the event the Collateral Agent is unable to make payments to the Company on account of any Pledged Treasury Consideration, Pledged Applicable Ownership Interests in the Treasury Portfolio or Pledged Treasury Securities Maturity Cash Proceeds are not distributed as provided in Article III hereof hereof, in satisfaction of the obligations Obligations of the Holder Holders of the Equity Security Contingent Convertible Units or Stripped Units of which such Pledged Treasury Consideration, Pledged Applicable Ownership Interests in the Treasury Portfolio or Pledged Treasury Securities, as applicable, are a part under the related Note Purchase Contracts, the inability failure to make such payments distributions shall constitute an event of default hereunder and the Collateral Agent on behalf of the Company shall have and may exercise, with reference to such Pledged Treasury Consideration, Pledged Applicable Ownership Interests in the Treasury Portfolio or Pledged Treasury Securities, as applicable, and such obligations of such Holder, Collateral any and all of the rights and remedies available to a secured party under the Code and the TRADES Regulations UCC after default by a debtor, and as otherwise granted herein or under any other law. (c) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent, the Collateral Agent on behalf of the Company is hereby irrevocably authorized to receive and collect all payments Proceeds of (i) the principal amount of, or interest on, the Pledged Notes, or (ii) the principal amount of, or interest (if any) on, the Pledged Treasury Consideration, Pledged Applicable Ownership Interests in the Treasury Portfolio or Pledged Treasury Securities, including Treasury Maturity Cash Proceeds, subject, in each case, to the provisions of Article IIIIII hereof, and as otherwise granted herein. (d) The Note Purchase Contract Agent, individually and as attorney-in-fact for of the Holders, and each Holder of Equity Security Contingent Convertible Units and Stripped Units, agrees that, from time to time, upon the written request of the Company Collateral Agent or the Collateral Agent (acting upon the written request of the Company), the Note Purchase Contract Agent or Agent, such Holder shall execute and deliver such further documents and do such other acts and things as the Company or the Collateral Agent (acting upon the written request of the Company) may reasonably request in order to maintain the Pledge, and the perfection and priority thereof, and to confirm the rights of the Collateral Agent hereunder. Notwithstanding the foregoing, in no event shall the Purchase Contract Agent be responsible for the preparation or filing of financing or continuation statements in the appropriate jurisdictions or responsible for maintenance or perfection of any security interest hereunder. The Note Purchase Contract Agent shall have no liability to any Holder for executing any documents or taking any such acts requested by the Company or the Collateral Agent (acting upon the written request of the Company) hereunder, except for liability for its own negligent actacts, its own negligent failure to act, its bad faith act or its own willful misconduct.

Rights and Remedies of the Collateral Agent. (a) In addition to the rights and remedies specified in Section 4.4 hereof or otherwise available at law or in equity, after an event of default (as specified in Section 6.1(b)) hereunder, the Collateral Agent on behalf of the Company shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (or any successor thereto) as in effect in the State of New York from time to time (the "Code") (whether or not the Code is in effect in the jurisdiction where the rights and remedies are asserted) and the TRADES Regulations and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted. Wherever reference is made in this Agreement to any section of the Code, such reference shall be deemed to include a reference to any provision of the Code, Code which is a successor to, or amendment of, such section. Without limiting the generality of the foregoing, such remedies may include, to the extent permitted by applicable law, (i) retention of the Pledged Notes Preferred Shares or other Collateral in full satisfaction of the Holders' obligations under the Purchase Contracts or (ii) sale of the Pledged Notes Preferred Shares or other Collateral in one or more public or private sales. Each Holder through the Purchase Contract Agent agrees and acknowledges that the Collateral is of a type customarily sold in a recognized market and that, in each case at the written direction accordingly, no notice of intended disposition of the CompanyCollateral need be given by the Collateral Agent. (b) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent, in the event the Collateral Agent is unable to make payments to the Company on account of principal payments of any Pledged Treasury Consideration, Pledged Applicable Ownership Interests in the Treasury Portfolio or Pledged Treasury Securities as provided in Article III hereof in satisfaction of the obligations of the Holder of the Equity Security Units or Stripped Units Growth PRIDES of which such Pledged Treasury Consideration, Pledged Applicable Ownership Interests in the Treasury Portfolio or Pledged Treasury Securities, as applicable, are Securities is a part under the related Purchase Contracts, the inability to make such payments shall constitute an event of default hereunder and the Collateral Agent on behalf of the Company shall have and may exercise, with reference to such Pledged Treasury Consideration, Pledged Applicable Ownership Interests in the Treasury Portfolio or Pledged Treasury Securities, as applicable, Securities and such obligations of such Holder, any and all of the rights and remedies available to a secured party under the Code and the TRADES Regulations after default by a debtor, and as otherwise granted herein or under any other law. (c) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent, the Collateral Agent on behalf of the Company is hereby irrevocably authorized to receive and collect all payments of (i) the principal amount ofStated Amount of or, or interest cash dividends on, the Pledged NotesPreferred Shares, or (ii) the principal amount of, or interest (if any) on, at maturity of the Pledged Treasury Consideration, Pledged Applicable Ownership Interests in the Treasury Portfolio or Pledged Treasury Securities, subject, in each case, to the provisions of Article IIISection 3, and as otherwise granted herein. (d) The Purchase Contract Agent, individually and as attorney-in-fact for each Holder of Equity Security Units and Stripped UnitsSecurities, in the event such Holder becomes the Holder of a Growth PRIDES, agrees that, from time to time, upon the written request of the Company or the Company, Collateral Agent (acting upon the written request of the Company)Agent, the Purchase Contract Agent or such Holder shall execute and deliver such further documents and do such other acts and things as the Company or the Collateral Agent (acting upon the written request of the Company) may reasonably request in order to maintain the Pledge, and the perfection and priority thereof, and to confirm the rights of the Collateral Agent hereunder. Notwithstanding the foregoing, in no event shall the Purchase Contract Agent be responsible for the preparation or filing of financing or continuation statements in the appropriate jurisdictions or responsible for maintenance or perfection of any security interest hereunder. The Purchase Contract Agent shall have no liability to any Holder for executing any documents or taking any such acts requested by the Company or the Collateral Agent (acting upon the written request of the Company) hereunder, except for liability for its own negligent act, its own negligent failure to act, its bad faith or its own willful misconduct.

Rights and Remedies of the Collateral Agent. (a) In addition to the rights and remedies specified in Section 4.4 hereof or otherwise available at law or in equity, after an event of default (as specified in Section 6.1(b)) hereunder, the Collateral Agent on behalf of the Company shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (or any successor thereto) as in effect in the State of New York from time to time (the "Code") (whether or not the Code is in effect in the jurisdiction where the rights and remedies are asserted) and the TRADES Regulations and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted. Wherever reference is made in this Agreement to any section of the Code, such reference shall be deemed to include a reference to any provision of the Code, Code which is a successor to, or amendment of, such section. Without limiting the generality of the foregoing, such remedies may include, to the extent permitted by applicable law, (i) retention of the Pledged Notes Debt Securities or other Collateral in full satisfaction of the Holders' obligations under the Purchase Contracts or (ii) sale of the Pledged Notes Debt Securities or other Collateral in one or more public or private sales, in each case at the written direction sales and application of the Company. (b) proceeds in full satisfaction of the Holders' obligations under the Purchase Contracts. Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent, in the event the Collateral Agent is unable to make payments to the Company on account of any Pledged Treasury Consideration, Pledged Applicable Ownership Interests in the of a Treasury Portfolio (as specified in clauses (1)(i) or (2)(i) of the definition of the term "Applicable Ownership Interest") or on account of principal payments of any Pledged Treasury Securities as provided in Article III hereof in satisfaction of the obligations of the Holder of the Equity Security Units or Stripped Units Securities of which such Pledged Treasury ConsiderationSecurities, or Pledged Applicable Ownership Interests in the of a Treasury Portfolio (as specified in clauses (1)(i) or Pledged Treasury Securities(2)(i) of the definition of the term "Applicable Ownership Interest"), as applicable, are is a part under the related Purchase Contracts, the inability to make such payments shall constitute an event of a default hereunder and the Collateral Agent on behalf of the Company shall have and may exercise, with reference to such Pledged Treasury ConsiderationSecurities, or such appropriate Pledged Applicable Ownership Interests in the Interest of a Treasury Portfolio (as specified in clauses (1)(i) or Pledged Treasury Securities(2)(i) of the definition of the term "Applicable Ownership Interest"), as applicable, and such obligations of such Holder, any and all of the rights and remedies available to a secured party under the Code and the TRADES Regulations after default by a debtor, and as otherwise granted herein or under any other law. (c) . Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent, the Collateral Agent on behalf of the Company is hereby irrevocably authorized to receive and collect all payments of (i) the principal amount of, or interest on, the Pledged NotesDebt Securities, or (ii) the principal amount of, or interest (if any) on, of the Pledged Treasury ConsiderationSecurities, or (iii) the Pledged Applicable Ownership Interests in the a Treasury Portfolio or Pledged Treasury SecuritiesPortfolio, subject, in each case, to the provisions of Article III, and as otherwise granted provided herein. (d) . The Purchase Contract Agent, Agent individually and as attorney-in-fact for each Holder of Equity Security Units and Stripped UnitsSecurities, in the event such Holder becomes the Holder of Income PRIDES or Growth PRIDES, agrees that, from time to time, upon the written request of the Company or the Collateral Agent (acting upon the written request of the Company)Agent, the Purchase Contract Agent or such Holder Holder, it shall execute and deliver such further documents and do such other acts and things as the Company or the Collateral Agent (acting upon the written request of the Company) may reasonably request in order to maintain the Pledge, and the perfection and priority thereof, and to confirm the rights of the Collateral Agent hereunder. Notwithstanding the foregoing, in no event shall the Purchase Contract Agent be responsible for the preparation or filing of financing or continuation statements in the appropriate jurisdictions or responsible for maintenance or perfection of any security interest hereunder. The Purchase Contract Agent shall have no liability to any Holder for executing any documents or taking any such acts requested by the Company or the Collateral Agent (acting upon the written request of the Company) hereunder, except for liability for its own negligent act, its own negligent failure to act, its bad faith act or its own willful misconduct.

Rights and Remedies of the Collateral Agent. (a) In addition to the rights and remedies specified in Section 4.4 hereof or otherwise available at law or in equity, after an event of default (as specified in Section 6.1(b)) hereunder, the Collateral Agent on behalf of the Company shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (or any successor thereto) as in effect in the State of New York from time to time (the "Code") (whether or not the Code is in effect in the jurisdiction where the rights and remedies are asserted) and the TRADES Regulations and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted. Wherever reference is made in this Agreement to any section of the Code, such reference shall be deemed to include a reference to any provision of the Code, Code which is a successor to, or amendment of, such section. Without limiting the generality of the foregoing, such remedies may include, to the extent permitted by applicable law, (i) retention of the Pledged Notes Preferred Shares or other Collateral in full satisfaction of the Holders' obligations under the Purchase Contracts or (ii) sale of the Pledged Notes Preferred Shares or other Collateral in one or more public or private sales, in each case at the written direction of the Company. (b) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent, in the event the Collateral Agent is unable to make payments to the Company on account of principal payments of any Pledged Treasury Consideration, Pledged Applicable Ownership Interests in the Treasury Portfolio or Pledged Treasury Securities as provided in Article III hereof in satisfaction of the obligations of the Holder of the Equity Security Units or Stripped Units Growth PRIDES of which such Pledged Treasury Consideration, Pledged Applicable Ownership Interests in the Treasury Portfolio or Pledged Treasury Securities, as applicable, are Securities is a part under the related Purchase Contracts, the inability to make such payments shall constitute an event of default hereunder and the Collateral Agent on behalf of the Company shall have and may exercise, with reference to such Pledged Treasury Consideration, Pledged Applicable Ownership Interests in the Treasury Portfolio or Pledged Treasury Securities, as applicable, Securities and such obligations of such Holder, any and all of the rights and remedies available to a secured party under the Code and the TRADES Regulations after default by a debtor, and as otherwise granted herein or under any other law. (c) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent, the Collateral Agent on behalf of the Company is hereby irrevocably authorized to receive and collect all payments of (i) the principal amount ofStated Amount of or, or interest cash dividends on, the Pledged NotesPreferred Shares, or (ii) the principal amount of, or interest (if any) on, at maturity of the Pledged Treasury Consideration, Pledged Applicable Ownership Interests in the Treasury Portfolio or Pledged Treasury Securities, subject, in each case, to the provisions of Article IIISection 3, and as otherwise granted herein. (d) The Purchase Contract Agent, individually and as attorney-in-fact for each Holder of Equity Security Units and Stripped UnitsSecurities, in the event such Holder becomes the Holder of a Growth PRIDES, agrees that, from time to time, upon the written request of the Company or the Collateral Agent (acting upon the written request of the Company)Agent, the Purchase Contract Agent or such Holder shall execute and deliver such further documents and do such other acts and things as the Company or the Collateral Agent (acting upon the written request of the Company) may reasonably request in order to maintain the Pledge, and the perfection and priority thereof, and to confirm the rights of the Collateral Agent hereunder. Notwithstanding the foregoing, in no event shall the Purchase Contract Agent be responsible for the preparation or filing of financing or continuation statements in the appropriate jurisdictions or responsible for maintenance or perfection of any security interest hereunder. The Purchase Contract Agent shall have no liability to any Holder for executing any documents or taking any such acts requested by the Company or the Collateral Agent (acting upon the written request of the Company) hereunder, except for liability for its own negligent act, its own negligent failure to act, its bad faith or its own willful misconduct.

Rights and Remedies of the Collateral Agent. (a) In addition to the rights and remedies specified in Section 4.4 hereof or otherwise available at law or in equity, after an event of default (as specified in Section 6.1(b)) hereunder, the Collateral Agent on behalf of the Company shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (or any successor thereto) as in effect in the State of New York from time to time (the "Code") (whether or not the Code is in effect in the jurisdiction where the rights and remedies are asserted) and the TRADES Regulations and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted. Wherever reference is made in this Agreement to any section of the Code, such reference shall be deemed to include a reference to any provision of the Code, Code which is a successor to, or amendment of, such section. Without limiting the generality of the foregoing, such remedies may include, to the extent permitted by applicable law, law (i) retention of the Pledged Notes Trust Preferred Securities or other Collateral in full satisfaction of the Holders' obligations under the Purchase Contracts or (ii) sale of the Pledged Notes Trust Preferred Securities or other Collateral in one or more public or private sales, in each case at the written direction of the Company. (b) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent, in the event the Collateral Agent is unable to make payments to the Company on account of any Pledged Treasury Consideration, Pledged the appropriate Applicable Ownership Interests Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio or on account of principal payments of any Pledged Treasury Securities as provided in Article III hereof in satisfaction of the obligations of the Holder of the Equity Security Units or Stripped Units Securities of which such Pledged Treasury ConsiderationSecurities, Pledged or the appropriate Applicable Ownership Interests Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio or Pledged Treasury SecuritiesPortfolio, as applicable, are is a part under the related Purchase Contracts, the inability to make such payments shall constitute an event of default hereunder and the Collateral Agent on behalf of the Company shall have and may exercise, with reference to such Pledged Treasury ConsiderationSecurities, Pledged or such appropriate Applicable Ownership Interests Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio or Pledged Treasury SecuritiesPortfolio, as applicable, and such obligations of such Holder, any and all of the rights and remedies available to a secured party under the Code and the TRADES Regulations after default by a debtor, and as otherwise granted herein or under any other law. (c) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent, the Collateral Agent on behalf of the Company is hereby irrevocably authorized to receive and collect all payments of (i) the principal amount ofStated Amount of or, or interest cash distributions on, the Pledged NotesTrust Preferred Securities, or (ii) the principal amount of, or interest (if any) on, of the Pledged Treasury ConsiderationSecurities, Pledged or (iii) the appropriate Applicable Ownership Interests Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio or Pledged Treasury SecuritiesPortfolio, subject, in each case, to the provisions of Article III3, and as otherwise granted herein. (d) The Purchase Contract Agent, individually and as attorney-in-fact for each Holder of Equity Security Units and Stripped UnitsSecurities, in the event such Holder becomes the Holder of a Growth PRIDES, agrees that, from time to time, upon the written request of the Company or the Collateral Agent (acting upon the written request of the Company)Agent, the Purchase Contract Agent or such Holder shall execute and deliver such further documents and do such other acts and things as the Company or the Collateral Agent (acting upon the written request of the Company) may reasonably request in order to maintain the Pledge, and the perfection and priority thereof, and to confirm the rights of the Collateral Agent hereunder. Notwithstanding the foregoing, in no event shall the Purchase Contract Agent be responsible for the preparation or filing of financing or continuation statements in the appropriate jurisdictions or responsible for maintenance or perfection of any security interest hereunder. The Purchase Contract Agent shall have no liability to any Holder for executing any documents or taking any such acts requested by the Company or the Collateral Agent (acting upon the written request of the Company) hereunder, except for liability for its own negligent act, its own negligent failure to act, its bad faith or its own willful misconduct.

Rights and Remedies of the Collateral Agent. (a) In addition to the rights and remedies specified in Section 4.4 hereof or otherwise available at law or in equity, after an event of default (as specified in Section 6.1(b)) hereunder, the Collateral Agent on behalf of the Company shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (or any successor thereto) as in effect in the State of New York from time to time (the "Code") (whether or not the Code is in effect in the jurisdiction where the rights and remedies are asserted) and the TRADES Regulations and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted. Wherever reference is made in this Agreement to any section of the Code, such reference shall be deemed to include a reference to any provision of the Code, Code which is a successor to, or amendment of, such section. Without limiting the generality of the foregoing, such remedies may include, to the extent permitted by applicable law, (i) retention of the Pledged Notes Debt Securities or other Collateral in full satisfaction of the Holders' obligations under the Purchase Contracts or (ii) sale of the Pledged Notes Debt Securities or other Collateral in one or more public or private sales, in each case at the written direction sales and application of the Companyproceeds in full satisfaction of the Holders' obligations under the Purchase Contracts. (b) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent, in the event the Collateral Agent is unable to make payments to the Company on account of any Pledged Treasury Consideration, Pledged Applicable Ownership Interests in the of a Treasury Portfolio (as specified in clauses (1)(i) or (2)(i) of the definition of the term "Applicable Ownership Interest") or on account of principal payments of any Pledged Treasury Securities as provided in Article III hereof in satisfaction of the obligations of the Holder of the Equity Security Units or Stripped Units Securities of which such Pledged Treasury ConsiderationSecurities, or Pledged Applicable Ownership Interests in the of a Treasury Portfolio (as specified in clauses (1)(i) or Pledged Treasury Securities(2)(i) of the definition of the term "Applicable Ownership Interest"), as applicable, are is a part under the related Purchase Contracts, the inability to make such payments shall constitute an event of a default hereunder and the Collateral Agent on behalf of the Company shall have and may exercise, with reference to such Pledged Treasury ConsiderationSecurities, or such appropriate Pledged Applicable Ownership Interests in the Interest of a Treasury Portfolio (as specified in clauses (1)(i) or Pledged Treasury Securities(2)(i) of the definition of the term "Applicable Ownership Interest"), as applicable, and such obligations of such Holder, any and all of the rights and remedies available to a secured party under the Code and the TRADES Regulations after default by a debtor, and as otherwise granted herein or under any other law. (c) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent, the Collateral Agent on behalf of the Company is hereby irrevocably authorized to receive and collect all payments of (i) the principal amount of, or interest on, the Pledged NotesDebt Securities, or (ii) the principal amount of, or interest (if any) on, of the Pledged Treasury ConsiderationSecurities, or (iii) the Pledged Applicable Ownership Interests in the a Treasury Portfolio or Pledged Treasury SecuritiesPortfolio, subject, in each case, to the provisions of Article III, and as otherwise granted provided herein. (d) The Purchase Contract Agent, Agent individually and as attorney-in-fact for each Holder of Equity Security Units and Stripped UnitsSecurities, in the event such Holder becomes the Holder of Income PRIDES or Growth PRIDES, agrees that, from time to time, upon the written request of the Company or the Collateral Agent (acting upon the written request of the Company)Agent, the Purchase Contract Agent or such Holder Holder, it shall execute and deliver such further documents and do such other acts and things as the Company or the Collateral Agent (acting upon the written request of the Company) may reasonably request in order to maintain the Pledge, and the perfection and priority thereof, and to confirm the rights of the Collateral Agent hereunder. Notwithstanding the foregoing, in no event shall the Purchase Contract Agent be responsible for the preparation or filing of financing or continuation statements in the appropriate jurisdictions or responsible for maintenance or perfection of any security interest hereunder. The Purchase Contract Agent shall have no liability to any Holder for executing any documents or taking any such acts requested by the Company or the Collateral Agent (acting upon the written request of the Company) hereunder, except for liability for its own negligent act, its own negligent failure to act, its bad faith act or its own willful misconduct.

Rights and Remedies of the Collateral Agent. (a) In addition to the rights and remedies specified in Section 4.4 hereof or otherwise available at law or in equity, after an event of default (as specified in Section 6.1(b)) hereunder, the Collateral Agent on behalf of the Company shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (or any successor thereto) as in effect in the State of New York from time to time (the "Code") (whether or not not, to the extent permitted by law, the Code is in effect in the jurisdiction where the rights and remedies are asserted) and the TRADES Regulations and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted. Wherever reference is made in this Agreement to any section of the Code, such reference shall be deemed to include a reference to any provision of the Code, Code which is a successor to, or amendment of, such section. Without limiting the generality of the foregoing, such remedies may include, to the extent permitted by applicable law, (i) retention of the Pledged Notes or other Collateral in full satisfaction of the Holders' Holders obligations under the Purchase Contracts or (ii) sale of the Pledged Notes or other Collateral in one or more public or private sales, in each case at the written direction of the Company. (b) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent, in the event the Collateral Agent is unable to make payments to the Company on account of any Pledged Treasury Consideration, Pledged the appropriate Applicable Ownership Interests Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio or on account of principal payments of any Pledged Treasury Securities as provided in Article III 3 hereof in satisfaction of the obligations of the Holder of the Equity Security Units or Stripped Units Securities of which such Pledged Treasury ConsiderationSecurities, Pledged or the appropriate Applicable Ownership Interests Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio or Pledged Treasury SecuritiesPortfolio, as applicable, are is a part under the related Purchase Contracts, the inability to make such payments shall constitute an event of default hereunder and the Collateral Agent on behalf of the Company shall have and may exercise, with reference to such Pledged Treasury ConsiderationSecurities, Pledged or such appropriate Applicable Ownership Interests Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio or Pledged Treasury SecuritiesPortfolio, as applicable, and such obligations of such Holder, any and all of the rights and remedies available to a secured party under the Code and the TRADES Regulations after default by a debtor, and as otherwise granted herein or under any other law. (c) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent, the Collateral Agent on behalf of the Company is hereby irrevocably authorized to receive and collect all payments of (i) the principal amount of, or and interest on, on the Pledged Notes, or (ii) the principal amount of, or interest (if any) on, of the Pledged Treasury ConsiderationSecurities, Pledged or (iii) the appropriate Applicable Ownership Interests in Interest of the Treasury Portfolio or Pledged Treasury SecuritiesPortfolio, subject, in each case, to the provisions of Article III3, and as otherwise granted herein. (d) The Purchase Contract Agent, individually and as attorney-in-fact for each Holder of Equity Security Units and Stripped UnitsSecurities, agrees that, from time to time, upon the written request of the Company or the Collateral Agent (acting upon the written request of the Company)Agent, the Purchase Contract Agent or such Holder shall execute and deliver such further documents and do such other acts and things as the Company or the Collateral Agent (acting upon the written request of the Company) may reasonably request in order to maintain the Pledge, and the perfection and priority thereof, and to confirm the rights of the Collateral Agent hereunder. Notwithstanding the foregoing, in no event shall the Purchase Contract Agent be responsible for the preparation or filing of financing or continuation statements in the appropriate jurisdictions or responsible for maintenance or perfection of any security interest hereunder. The Purchase Contract Agent shall have no liability to any Holder for executing any documents or taking any such acts requested by the Company or the Collateral Agent (acting upon the written request of the Company) hereunder, except for liability for its own negligent act, its own negligent failure to act, its bad faith act or its own willful misconduct.

Rights and Remedies of the Collateral Agent. (a) In addition to the rights and remedies specified in Section 4.4 hereof or otherwise available at law or in equity, after an event of default (as specified in Section 6.1(b)) hereunder, the Collateral Agent on behalf of the Company shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (or any successor thereto) as in effect in the State of New York from time to time (the "Code") (whether or not the Code is in effect in the jurisdiction where the rights and remedies are asserted) and the TRADES Regulations and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted. Wherever reference is made in this Agreement to any section of the Code, such reference shall be deemed to include a reference to any provision of the Code, Code which is a successor to, or amendment of, such section. Without limiting the generality of the foregoing, such remedies may include, to the extent permitted by applicable law, (i) retention of the Pledged Notes Capital Securities or other Collateral in full satisfaction of the Holders' Holders obligations under the Purchase Contracts or (ii) sale of the Pledged Notes Capital Securities or other Collateral in one or more public or private sales, in each case at the written direction of the Company. (b) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent, in the event the Collateral Agent is unable to make payments to the Company on account of any Pledged Treasury Consideration, Pledged the appropriate Applicable Ownership Interests Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio or on account of principal payments of any Pledged Treasury Securities as provided in Article III Section 3 hereof in satisfaction of the obligations of the Holder of the Equity Security Units or Stripped Units Securities of which such Pledged Treasury ConsiderationSecurities, Pledged or the appropriate Applicable Ownership Interests Interest (as specified in clause (A) of the definition of such term) of the Treasury Portfolio or Pledged Treasury SecuritiesPortfolio, as applicable, are is a part under the related Purchase Contracts, the inability to make such payments shall constitute an event of default hereunder and the Collateral Agent on behalf of the Company shall have and may exercise, with reference to such Pledged Treasury Consideration, Pledged Applicable Ownership Interests in the Treasury Portfolio or Pledged Treasury Securities, as applicable, and such obligations of such Holder, any and all of the rights and remedies available to a secured party under the Code and the TRADES Regulations after default by a debtor, and as otherwise granted herein or under any other law. (c) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent, the Collateral Agent on behalf of the Company is hereby irrevocably authorized to receive and collect all payments of (i) the principal amount of, or interest on, the Pledged Notes, or (ii) the principal amount of, or interest (if any) on, the Pledged Treasury Consideration, Pledged Applicable Ownership Interests in the Treasury Portfolio or Pledged Treasury Securities, subject, in each case, to the provisions of Article III, and as otherwise granted herein. (d) The Purchase Contract Agent, individually and as attorney-in-fact for each Holder of Equity Security Units and Stripped Units, agrees that, from time to time, upon the written request of the Company or the Collateral Agent (acting upon the written request of the Company), the Purchase Contract Agent or such Holder shall execute and deliver such further documents and do such other acts and things as the Company or the Collateral Agent (acting upon the written request of the Company) may reasonably request in order to maintain the Pledge, and the perfection and priority thereof, and to confirm the rights of the Collateral Agent hereunder. Notwithstanding the foregoing, in no event shall the Purchase Contract Agent be responsible for the preparation or filing of financing or continuation statements in the appropriate jurisdictions or responsible for maintenance or perfection of any security interest hereunder. The Purchase Contract Agent shall have no liability to any Holder for executing any documents or taking any such acts requested by the Company or the Collateral Agent (acting upon the written request of the Company) hereunder, except for liability for its own negligent act, its own negligent failure to act, its bad faith or its own willful misconduct.or