Delivery and Control of Security Collateral. (i) All certificates representing or evidencing the Pledged Equity and (ii) all instruments representing or evidencing the Pledged Debt (excluding, unless an Event of Default has occurred and is continuing, Pledged Debt in an aggregate principal amount not in excess of $1,000,000), shall be delivered to and held by or on behalf of the Collateral Agent pursuant hereto (unless the Trustee is granted a prior security interest in such certificates and instruments and the same are required to be delivered (and are delivered) to the Trustee for the benefit of the Secured Parties pursuant to the Intercreditor Agreement) and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Collateral Agent. During the continuation of an Event of Default, the Collateral Agent shall have the right, at any time in its discretion and without notice to the Canadian Borrower, to (i) transfer to or to register in the name of the Collateral Agent or any of its nominees any or all of the Security Collateral, subject only to the revocable rights specified in Section 11(a), (ii) exchange certificates or instruments representing or evidencing Security Collateral for certificates or instruments of smaller or larger denominations, and (iii) convert Security Collateral consisting of financial assets credited to any Securities Account to Security Collateral consisting of financial assets held directly by the Collateral Agent, and to convert Security Collateral consisting of financial assets held directly by the Collateral Agent to Security Collateral consisting of financial assets credited to any Securities Account. (b) The Canadian Borrower acknowledges and agrees that (i) to the extent each interest in any Unlimited Liability Company, limited liability company or limited partnership controlled now or in the future by the Canadian Borrower and pledged hereunder is a Security, such interest shall be certificated and (ii) each such interest shall at all times hereafter continue to be such a Security and represented by such certificate. The Canadian Borrower further acknowledges and agrees that with respect to any interest in any Unlimited Liability Company, limited liability company or limited partnership controlled now or in the future by the Canadian Borrower and pledged hereunder that is not a “Security” the Canadian Borrower shall at no time elect to treat any such interest as a “Security”, nor shall such interest be represented by a certificate, unless the Canadian Borrower provides prior written notification to the Collateral Agent of such election and such interest is thereafter represented by a certificate that is promptly delivered to the Collateral Agent pursuant to the terms hereof. (c) With respect to any Security Collateral in which the Canadian Borrower has any right, title or interest and that constitutes an uncertificated security, the Canadian Borrower will promptly notify the Collateral Agent thereof and, at the Collateral Agent’s request and option, pursuant to an agreement in form and substance satisfactory to the Collateral Agent, either (i) cause the issuer to agree to comply with instructions from the Collateral Agent as to such Securities, without further consent of the Canadian Borrower, or (ii) arrange for the Collateral Agent to become the registered owner of the Securities. During the continuation of an Event of Default, with respect to any Security Collateral in which the Canadian Borrower has any right, title or interest, promptly upon the request of the Collateral Agent, the Canadian Borrower will notify each such issuer of Security Collateral that such Security Collateral is subject to the security interest granted hereunder. (d) Except as otherwise set forth herein, if any amount payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument, certificated CWD - Canadian Security Agreement security or Chattel Paper, such Instrument, certificated security or Chattel Paper shall be promptly delivered to the Collateral Agent (unless the Trustee is granted a prior security interest in such Collateral and the same is required to be delivered (and is delivered) to the Trustee for the benefit of the Secured Parties pursuant to the Intercreditor Agreement), duly endorsed in a manner satisfactory to the Collateral Agent, to be held as Collateral pursuant to this Agreement and, if applicable, the Intercreditor Agreement, provided that, unless an Event of Default has occurred and is continuing, the Canadian Borrower shall not be required to deliver the same pursuant to this clause (d) to the extent that the aggregate value of the Collateral not so delivered does not exceed $1,000,000. (e) Notwithstanding any provisions to the contrary contained in this Agreement or any other Loan Document, the Canadian Borrower is the sole registered and beneficial owner of each Unlimited Liability Share pledged hereunder and will remain so until such time as such pledged Unlimited Liability Shares are effectively transferred into the name of the Collateral Agent or another person on the books and records of the Unlimited Company issuer thereof. Accordingly, the Canadian Borrower shall be entitled to receive and retain for its own account any dividend on or other distribution, if any, in respect of such pledged Unlimited Liability Shares (except insofar as the Canadian Borrower has granted a security interest in such dividend or other distribution in favour of the Collateral Agent hereunder, and any Securities which constitute Collateral shall be delivered forthwith upon receipt by the Canadian Borrower to the Collateral Agent to hold as Collateral hereunder) and shall have the right to vote such Unlimited Liability Shares and to control the direction, management and policies of the issuer Unlimited Company to the same extent as the Canadian Borrower would if such Unlimited Liability Shares were not pledged to the Collateral Agent pursuant hereto. Nothing in this Agreement shall, constitute any Secured Party or any person other than the Canadian Borrower, a member of any Unlimited Company for the purposes of its applicable governing statute until such time as notice is given to the Canadian Borrower (and not revoked) as provided herein and further steps are taken thereunder so as to register any Secured Party or such other person as holder of such pledged Unlimited Liability Shares. Except upon the exercise of rights to sell or otherwise dispose of pledged Unlimited Liability Shares following the occurrence of an Event of Default and while it is continuing, the Canadian Borrower shall not cause, permit or enable any Unlimited Company issuer to cause, permit, or enable the Collateral Agent to: (i) be registered as a shareholder or member of the Unlimited Company; (ii) have any notation entered in its favour in the share register in respect of Unlimited Liability Shares; (iii) hold any Secured Party out as a shareholder or member of an Unlimited Company; (iv) act or purport to act as a member of an Unlimited Company, or obtain, exercise or attempt to exercise any rights of a shareholder or member, of the Unlimited Company; (v) be held out as shareholder or member of the Unlimited Company; (vi) receive, directly or indirectly, any dividends, property or other distributions from the Unlimited Company by reason of the Collateral Agent holding a security interest in the pledged Unlimited Liability Shares; or (vii) act as a shareholder or member of the Unlimited Company, or exercise any rights of a shareholder or member including the right to attend a meeting of, or to vote the shares of, an CWD - Canadian Security Agreement Unlimited Company or to be entitled to receive or receive any distribution in respect of Unlimited Liability Shares. The foregoing limitation shall not restrict the Collateral Agent from exercising the rights which it is entitled to exercise hereunder in respect of any Collateral constituting Unlimited Liability Shares or Security Entitlements in Unlimited Liability Shares at any time that the Collateral Agent shall be entitled to enforce the Security and realize on all or any portion of the Collateral pursuant to the Security.
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Delivery and Control of Security Collateral. (i) All certificates representing or evidencing the Pledged Equity and (ii) all instruments representing or evidencing the Pledged Debt (excluding, unless an Event of Default has occurred and is continuing, Pledged Debt in an aggregate principal amount not in excess of $1,000,000), shall be delivered to and held by or on behalf of the Collateral Agent pursuant hereto (unless the Trustee is granted a prior security interest in such certificates and instruments and the same are required to be delivered (and are delivered) to the Trustee for the benefit of the Secured Parties pursuant to the Intercreditor Agreement) and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Collateral Agent. During the continuation of an Event of Default, the Collateral Agent shall have the right, at any time in its discretion and without notice to the Canadian Borrower, to (i) transfer to or to register in the name of the Collateral Agent or any of its nominees any or all of the Security Collateral, subject only to the revocable rights specified in Section 11(a), (ii) exchange certificates or instruments representing or evidencing Security Collateral for certificates or instruments of smaller or larger denominations, and (iii) convert Security Collateral consisting of financial assets credited to any Securities Account to Security Collateral consisting of financial assets held directly by the Collateral Agent, and to convert Security Collateral consisting of financial assets held directly by the Collateral Agent to Security Collateral consisting of financial assets credited to any Securities Account.
(b) The Canadian Borrower acknowledges and agrees that (i) to the extent each interest in any Unlimited Liability Company, limited liability company or limited partnership controlled now or in the future by the Canadian Borrower and pledged hereunder is a Security, such interest shall be certificated and (ii) each such interest shall at all times hereafter continue to be such a Security and represented by such certificate. The Canadian Borrower further acknowledges and agrees that with respect to any interest in any Unlimited Liability Company, limited liability company or limited partnership controlled now or in the future by the Canadian Borrower and pledged hereunder that is not a “Security” the Canadian Borrower shall at no time elect to treat any such interest as a “Security”, nor shall such interest be represented by a certificate, unless the Canadian Borrower provides prior written notification to the Collateral Agent of such election and such interest is thereafter represented by a certificate that is promptly delivered to the Collateral Agent pursuant to the terms hereof.
(c) With respect to any Security Collateral in which the Canadian Borrower has any right, title or interest and that constitutes an uncertificated security, the Canadian Borrower will promptly notify the Collateral Agent thereof and, at the Collateral Agent’s request and option, pursuant to an agreement in form and substance satisfactory to the Collateral Agent, either (i) cause the issuer to agree to comply with instructions from the Collateral Agent as to such Securities, without further consent of the Canadian Borrower, or (ii) arrange for the Collateral Agent to become the registered owner of the Securities. During the continuation of an Event of Default, with respect to any Security Collateral in which the Canadian Borrower has any right, title or interest, promptly upon the request of the Collateral Agent, the Canadian Borrower will notify each such issuer of Security Collateral that such Security Collateral is subject to the security interest granted hereunder.
(d) Except as otherwise set forth herein, if any amount payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument, certificated CWD - Canadian Security Agreement security or Chattel Paper, such Instrument, certificated security or Chattel Paper shall be promptly delivered to the Collateral Agent (unless the Trustee is granted a prior security interest in such Collateral and the same is required to be delivered (and is delivered) to the Trustee for the benefit of the Secured Parties pursuant to the Intercreditor Agreement), duly endorsed in a manner satisfactory to the Collateral Agent, to be held as Collateral pursuant to this Agreement and, if applicable, the Intercreditor Agreement, provided that, unless an Event of Default has occurred and is continuing, the Canadian Borrower shall not be required to deliver the same pursuant to this clause (d) to the extent that the aggregate value of the Collateral not so delivered does not exceed $1,000,000.
(e) Notwithstanding any provisions to the contrary contained in this Agreement or any other Loan Document, the Canadian Borrower is the sole registered and beneficial owner of each Unlimited Liability Share pledged hereunder and will remain so until such time as such pledged Unlimited Liability Shares are effectively transferred into the name of the Collateral Agent or another person on the books and records of the Unlimited Company issuer thereof. Accordingly, the Canadian Borrower shall be entitled to receive and retain for its own account any dividend on or other distribution, if any, in respect of such pledged Unlimited Liability Shares (except insofar as the Canadian Borrower has granted a security interest in such dividend or other distribution in favour of the Collateral Agent hereunder, and any Securities which constitute Collateral shall be delivered forthwith upon receipt by the Canadian Borrower to the Collateral Agent to hold as Collateral hereunder) and shall have the right to vote such Unlimited Liability Shares and to control the direction, management and policies of the issuer Unlimited Company to the same extent as the Canadian Borrower would if such Unlimited Liability Shares were not pledged to the Collateral Agent pursuant hereto. Nothing in this Agreement shall, constitute any Secured Party or any person other than the Canadian Borrower, a member of any Unlimited Company for the purposes of its applicable governing statute until such time as notice is given to the Canadian Borrower (and not revoked) as provided herein and further steps are taken thereunder so as to register any Secured Party or such other person as holder of such pledged Unlimited Liability Shares. Except upon the exercise of rights to sell or otherwise dispose of pledged Unlimited Liability Shares following the occurrence of an Event of Default and while it is continuing, the Canadian Borrower shall not cause, permit or enable any Unlimited Company issuer to cause, permit, or enable the Collateral Agent to:
(i) be registered as a shareholder or member of the Unlimited Company;
(ii) have any notation entered in its favour in the share register in respect of Unlimited Liability Shares;
(iii) hold any Secured Party out as a shareholder or member of an Unlimited Company;
(iv) act or purport to act as a member of an Unlimited Company, or obtain, exercise or attempt to exercise any rights of a shareholder or member, of the Unlimited Company;
(v) be held out as shareholder or member of the Unlimited Company;
(vi) receive, directly or indirectly, any dividends, property or other distributions from the Unlimited Company by reason of the Collateral Agent holding a security interest in the pledged Unlimited Liability Shares; or
(vii) act as a shareholder or member of the Unlimited Company, or exercise any rights of a shareholder or member including the right to attend a meeting of, or to vote the shares of, an CWD - Canadian Security Agreement Unlimited Company or to be entitled to receive or receive any distribution in respect of Unlimited Liability Shares. The foregoing limitation shall not restrict the Collateral Agent from exercising the rights which it is entitled to exercise hereunder in respect of any Collateral constituting Unlimited Liability Shares or Security Entitlements in Unlimited Liability Shares at any time that the Collateral Agent shall be entitled to enforce the Security and realize on all or any portion of the Collateral pursuant to the Security.
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Delivery and Control of Security Collateral. (ia) All certificates representing or evidencing the Pledged Equity and (ii) all instruments representing or evidencing the Pledged Debt (excluding, unless an Event of Default has occurred and is continuing, Pledged Debt in an aggregate principal amount not in excess of $1,000,000), 2,000,000 shall be delivered to and held by or on behalf of the Collateral Agent pursuant hereto (unless the Trustee is granted a prior security interest in such certificates and instruments and the same are required to be delivered (and are delivered) to the Trustee for the benefit of the Secured Parties pursuant to the Intercreditor Agreement) and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Collateral Agent. During Upon the occurrence and during the continuation of an Event of Default, the Collateral Agent shall have the right, at any time in its discretion and without notice to the Canadian Borrowerany Grantor, to (iA) transfer to or to register in the name of the Collateral Agent or any of its nominees any or all of the Security Collateral, subject only to the revocable rights specified in Section 11(a), (iiB) exchange certificates or instruments representing or evidencing Security Collateral for certificates or instruments of smaller or larger denominations, and (iiiC) convert Security Collateral consisting of financial assets credited to any Securities Account to Security Collateral Collateral, consisting of financial assets held directly by the Collateral Agent, and to convert Security Collateral consisting of financial assets held directly by the Collateral Agent to Security Collateral Collateral, consisting of financial assets credited to any Securities Account.
(b) The Canadian Borrower acknowledges Upon the occurrence and agrees that (i) to during the extent each interest in any Unlimited Liability Companycontinuation of an Event of Default, limited liability company or limited partnership controlled now or in promptly upon the future by the Canadian Borrower and pledged hereunder is a Security, such interest shall be certificated and (ii) each such interest shall at all times hereafter continue to be such a Security and represented by such certificate. The Canadian Borrower further acknowledges and agrees that with respect to any interest in any Unlimited Liability Company, limited liability company or limited partnership controlled now or in the future by the Canadian Borrower and pledged hereunder that is not a “Security” the Canadian Borrower shall at no time elect to treat any such interest as a “Security”, nor shall such interest be represented by a certificate, unless the Canadian Borrower provides prior written notification to request of the Collateral Agent of such election and such interest is thereafter represented by a certificate that is promptly delivered to the Collateral Agent pursuant to the terms hereof.
(c) With Agent, with respect to any Security Collateral in which the Canadian Borrower any Grantor has any right, title or interest and that constitutes an uncertificated security, such Grantor will cause the Canadian Borrower will promptly notify issuer thereof either (i) to register the Collateral Agent thereof and, at as the registered owner of such security or (ii) to agree in an authenticated record with such Grantor and the Collateral Agent’s request and optionAgent that such issuer will comply with instructions with respect to such security originated by the Collateral Agent without further consent of such Grantor, pursuant such authenticated record to an agreement be in form and substance satisfactory to the Collateral Agent, either (i) cause . Upon the issuer to agree to comply with instructions from the Collateral Agent as to such Securities, without further consent of the Canadian Borrower, or (ii) arrange for the Collateral Agent to become the registered owner of the Securities. During occurrence and during the continuation of an Event of Default, with respect to any Security Collateral in which the Canadian Borrower any Grantor has any right, title or interestinterest and that is not an uncertificated security, promptly upon the request of the Collateral Agent, the Canadian Borrower such Grantor will notify each such issuer of Security Collateral Pledged Equity that such Security Collateral Pledged Equity is subject to the security interest granted hereunder.
(dc) Except as otherwise set forth hereinUpon the occurrence and during the continuation of an Event of Default, if any amount payable under or in connection with any promptly upon the request of the Collateral shall be or become evidenced by any Instrument, certificated CWD - Canadian Security Agreement security or Chattel Paper, such Instrument, certificated security or Chattel Paper shall be promptly delivered to the Collateral Agent (unless the Trustee is granted a prior security interest in such Collateral and the same is required to be delivered (and is delivered) to the Trustee for the benefit of the Secured Parties pursuant to the Intercreditor Agreement), duly endorsed in a manner satisfactory to the Collateral Agent, to be held as Collateral pursuant to this Agreement and, if applicable, the Intercreditor Agreement, provided that, unless an Event such Grantor will notify each such issuer of Default has occurred and Pledged Debt that such Pledged Debt is continuing, the Canadian Borrower shall not be required to deliver the same pursuant to this clause (d) subject to the extent that the aggregate value of the Collateral not so delivered does not exceed $1,000,000.
(e) Notwithstanding any provisions to the contrary contained in this Agreement or any other Loan Document, the Canadian Borrower is the sole registered and beneficial owner of each Unlimited Liability Share pledged hereunder and will remain so until such time as such pledged Unlimited Liability Shares are effectively transferred into the name of the Collateral Agent or another person on the books and records of the Unlimited Company issuer thereof. Accordingly, the Canadian Borrower shall be entitled to receive and retain for its own account any dividend on or other distribution, if any, in respect of such pledged Unlimited Liability Shares (except insofar as the Canadian Borrower has granted a security interest in such dividend or other distribution in favour of the Collateral Agent granted hereunder, and any Securities which constitute Collateral shall be delivered forthwith upon receipt by the Canadian Borrower to the Collateral Agent to hold as Collateral hereunder) and shall have the right to vote such Unlimited Liability Shares and to control the direction, management and policies of the issuer Unlimited Company to the same extent as the Canadian Borrower would if such Unlimited Liability Shares were not pledged to the Collateral Agent pursuant hereto. Nothing in this Agreement shall, constitute any Secured Party or any person other than the Canadian Borrower, a member of any Unlimited Company for the purposes of its applicable governing statute until such time as notice is given to the Canadian Borrower (and not revoked) as provided herein and further steps are taken thereunder so as to register any Secured Party or such other person as holder of such pledged Unlimited Liability Shares. Except upon the exercise of rights to sell or otherwise dispose of pledged Unlimited Liability Shares following the occurrence of an Event of Default and while it is continuing, the Canadian Borrower shall not cause, permit or enable any Unlimited Company issuer to cause, permit, or enable the Collateral Agent to:
(i) be registered as a shareholder or member of the Unlimited Company;
(ii) have any notation entered in its favour in the share register in respect of Unlimited Liability Shares;
(iii) hold any Secured Party out as a shareholder or member of an Unlimited Company;
(iv) act or purport to act as a member of an Unlimited Company, or obtain, exercise or attempt to exercise any rights of a shareholder or member, of the Unlimited Company;
(v) be held out as shareholder or member of the Unlimited Company;
(vi) receive, directly or indirectly, any dividends, property or other distributions from the Unlimited Company by reason of the Collateral Agent holding a security interest in the pledged Unlimited Liability Shares; or
(vii) act as a shareholder or member of the Unlimited Company, or exercise any rights of a shareholder or member including the right to attend a meeting of, or to vote the shares of, an CWD - Canadian Security Agreement Unlimited Company or to be entitled to receive or receive any distribution in respect of Unlimited Liability Shares. The foregoing limitation shall not restrict the Collateral Agent from exercising the rights which it is entitled to exercise hereunder in respect of any Collateral constituting Unlimited Liability Shares or Security Entitlements in Unlimited Liability Shares at any time that the Collateral Agent shall be entitled to enforce the Security and realize on all or any portion of the Collateral pursuant to the Security.
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