Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent's intent to exercise its corresponding rights pursuant to Section 5.3(b), each Grantor shall be permitted to receive all dividends paid in respect of the Pledged Stock and all payments made in the ordinary course in respect of the Pledged Notes and all distributions in respect of the Pledge Partnership Interests and Pledged LLC Interests, to the extent permitted in the Credit Agreement, and to exercise all voting and corporate rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate right exercised or other action taken which, in the Administrative Agent's reasonable judgment, would materially impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Document. (b) If an Event of Default shall occur and be continuing and the Administrative Agent shall give notice of its intent to exercise such rights to the relevant Grantor or Grantors, (i) the Administrative Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities and make application thereof to the Obligations in such order as the Administrative Agent may determine, and (ii) any or all of the Pledged Securities shall be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (x) all voting, corporate and other rights pertaining to such Pledged Securities at any meeting of shareholders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any Issuer, or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it and except to the extent resulting from the gross negligence or willful misconduct of the Administrative Agent, but the Administrative Agent shall have no duty to any Grantor 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) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Securities pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Administrative Agent in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) upon the occurrence and during the continuance of an Event of Default, unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Pledged Securities directly to the Administrative Agent.
Appears in 2 contracts
Sources: Credit Agreement (Bear Island Finance Co Ii), Credit Agreement (Bear Island Finance Co Ii)
Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant The Pledged Stock pledged by such Grantor hereunder constitutes all of the Administrative Agent's intent to exercise its corresponding rights pursuant to Section 5.3(b), issued and outstanding Capital Stock of each Issuer owned directly by such Grantor shall be permitted to receive all dividends paid in respect (or 65% of the Pledged voting Capital Stock and all payments made in the ordinary course in respect of the Pledged Notes and all distributions in respect of the Pledge Partnership Interests and Pledged LLC Interests, to the extent permitted in the Credit Agreement, and to exercise all voting and corporate rights with respect to the Pledged Securities; provided, however, each Issuer that no vote shall be cast is a Foreign Subsidiary or corporate right exercised or other action taken which, in the Administrative Agent's reasonable judgment, would materially impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Documenta Foreign Subsidiary Holding Company owned directly by such Grantor).
(b) If an Event of Default shall occur and be continuing and the Administrative Agent shall give notice of its intent to exercise such rights to the relevant Grantor or Grantors, (i) the Administrative Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect All of the Pledged Securities Stock has been duly and make application thereof to the Obligations in such order as the Administrative Agent may determinevalidly issued and, and (ii) any or all of the Pledged Securities shall be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (x) all voting, corporate and other rights pertaining to such Pledged Securities at any meeting of shareholders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any Issuer, or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it and except to the extent resulting from the gross negligence or willful misconduct of the Administrative Agentapplicable, but the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option is fully paid and shall not be responsible for any failure to do so or delay in so doingnonassessable.
(c) Each of the Intercompany Notes has been duly authorized, authenticated or issued, and delivered and constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance with its terms, and, to such Grantor’s knowledge, each of the other Pledged Notes has been duly authorized, authenticated or issued, and delivered and constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance with its terms, in each case, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. No obligor with respect to any Pledged Note has any defense, offset or contribution regarding payment of such Pledged Note.
(d) Such Grantor hereby authorizes is the record and instructs each Issuer beneficial owner of, and has good and marketable title to, the Pledged Securities pledged by it hereunder, free of any and all Liens or options in favor of, or claims of, any other Person, except the security interest created by this Agreement and liens permitted by the Credit Agreement which attach to such Pledged Securities without such Grantor’s consent.
(e) To such Grantor’s knowledge, no consent of any Person including any other shareholder or any other trust beneficiary is necessary in connection with the creation, perfection, or priority status described in Section 4.3 of the security interest of the Collateral Agent in any Pledged Securities pledged by it hereunder or the exercise by the Collateral Agent of the voting or other rights provided for in this Agreement with respect thereto or the exercise of remedies in respect thereof except such as have been obtained.
(f) Each Issuer that is not a Grantor hereunder has executed and delivered to (i) comply with any instruction received by it from the Administrative Collateral Agent an acknowledgment and consent, substantially in writing that (x) states that an Event the form of Default has occurred and is continuing and (y) is otherwise in accordance with Exhibit A, to the terms pledge of the Pledged Stock pursuant to this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) upon the occurrence and during the continuance of an Event of Default, unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Pledged Securities directly to the Administrative Agent.
Appears in 2 contracts
Sources: Guarantee and Collateral Agreement (B&G Foods, Inc.), Guarantee and Collateral Agreement (B&G Foods, Inc.)
Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent's ’s intent to exercise its corresponding rights pursuant to Section 5.3(b)subsection (b) of this Section, each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Stock and all payments made Securities paid in the ordinary normal course in respect of business of the Pledged Notes and all distributions in respect of the Pledge Partnership Interests and Pledged LLC Interestsrelevant Issuer, to the extent permitted in the Credit Agreement, and to exercise all voting and corporate rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate right exercised or other action taken which, in the Administrative Agent's reasonable judgment, would materially impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Document.
(b) If an Event of Default shall occur and be continuing and continuing, then at any time in the Administrative Agent shall give notice of its intent to exercise such rights to the relevant Grantor or GrantorsAgent’s discretion, upon written notice, (i) the Administrative Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities and make application thereof to the Obligations in such order as accordance with Section 8.2 of the Administrative Agent may determineCredit Agreement, and (ii) any or all of the Pledged Securities shall be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (x) all voting, corporate and other rights pertaining to such Pledged Securities at any meeting of shareholders (or other equivalent body) of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate organizational structure of any Issuer, or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it and except to the extent resulting from the gross negligence or willful misconduct of the Administrative Agentit, but the Administrative Agent shall have no duty to any Grantor 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) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Securities pledged by such Grantor hereunder (and each Issuer party hereto hereby agrees) to (i) comply with any instruction received by it from the Administrative Agent in writing that (x) states that after an Event of Default has occurred and is continuing and (y) that is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) upon the occurrence and during the continuance of an Event of Default, unless otherwise expressly permitted hereby, after an Event of Default has occurred and is continuing, pay any dividends or other payments with respect to the Pledged Securities directly to the Administrative Agent.
(d) After the occurrence and during the continuation of an Event of Default, if the Issuer of any Pledged Securities is the subject of bankruptcy, insolvency, receivership, custodianship or other proceedings under the supervision of any Governmental Authority, then, upon receipt by any Grantor of written notice from the Administrative Agent, all rights of the Grantor in respect thereof to exercise the voting and other consensual rights which such Grantor would otherwise be entitled to exercise with respect to the Pledged Securities issued by such Issuer shall cease, and all such rights shall thereupon become vested in the Administrative Agent who shall thereupon have the sole right to exercise such voting and other consensual rights, but the Administrative Agent shall have no duty to exercise any such voting or other consensual rights and shall not be responsible for any failure to do so or delay in so doing.
Appears in 2 contracts
Sources: Revolving Credit Agreement (Fox Factory Holding Corp), Revolving Credit Agreement (Fox Factory Holding Corp)
Pledged Securities. (a) Unless an Event If such Grantor shall become entitled to receive or shall receive any stock certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent's intent to exercise its corresponding rights pursuant to Section 5.3(bcapital or any certificate issued in connection with any reorganization), each Grantor shall be permitted to receive all dividends paid option or rights in respect of the Pledged Capital Stock and all payments made of any Issuer, whether in the ordinary course addition to, in respect substitution of, as a conversion of, or in exchange for, any shares of the Pledged Notes and all distributions Stock, or otherwise in respect thereof, such Grantor shall accept the same as the agent of the Pledge Partnership Interests Agents and Pledged LLC Intereststhe Lenders, hold the same in trust for the Agents and the Lenders and deliver the same forthwith to the Collateral Agent in the exact form received, duly indorsed by such Grantor to the Collateral Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Grantor and with, if the Collateral Agent so requests, signature guaranteed, to be held by the extent permitted in the Credit AgreementCollateral Agent, and to exercise all voting and corporate rights with respect subject to the Pledged Securities; providedterms hereof, however, that no vote shall be cast as additional collateral security for the Obligations. Any sums paid upon or corporate right exercised or other action taken which, in the Administrative Agent's reasonable judgment, would materially impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Document.
(b) If an Event of Default shall occur and be continuing and the Administrative Agent shall give notice of its intent to exercise such rights to the relevant Grantor or Grantors, (i) the Administrative Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities and make application thereof upon the liquidation or dissolution of any Issuer shall, promptly but in no event later than ten days unless the prior consent of the Collateral Agent is obtained, be paid over to the Obligations in such order Collateral Agent to be held by it hereunder as additional collateral security for the Administrative Agent may determineObligations, and (ii) in case any distribution of capital shall be made on or all in respect of the Pledged Securities or any property shall be distributed upon or with respect to the Pledged Securities pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Collateral Agent, be delivered, promptly but in not event later than ten days unless the prior consent of the Collateral Agent is obtained, to the Collateral Agent to be held by it hereunder as additional collateral security for the Obligations. If any sums of money or property so paid or distributed in respect of the Pledged Securities shall be registered received by such Grantor, such Grantor shall, until such money or property is paid or delivered to the Collateral Agent, hold such money or property in trust for the name Lenders, segregated from other funds of such Grantor, as additional collateral security for the Obligations.
(b) Without the prior written consent of the Administrative Agent Collateral Agent, such Grantor will not (i) vote to enable, or its nominee, and the Administrative Agent or its nominee may thereafter exercise (x) all voting, corporate and other rights pertaining to such Pledged Securities at any meeting of shareholders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and take any other rightsaction to permit, privileges any Issuer to issue any stock or options pertaining other equity securities of any nature or to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, issue any other securities convertible into or granting the right to purchase or exchange at its discretion for any and all stock or other equity securities of any nature of any Issuer, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Pledged Securities or Proceeds thereof (except pursuant to a transaction expressly permitted by the Credit Agreement), (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any IssuerProceeds thereof, or upon any interest therein, except for the exercise security interests created by this Agreement or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Administrative Collateral Agent of to sell, assign or transfer any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it and except to the extent resulting from the gross negligence or willful misconduct of the Administrative Agent, but the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doingProceeds thereof.
(c) Each In the case of each Grantor hereby authorizes and instructs each which is an Issuer, such Issuer of any Pledged Securities pledged by such Grantor hereunder to agrees that (i) comply with any instruction received it will be bound by it from the Administrative Agent in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this AgreementAgreement relating to the Pledged Securities issued by it and will comply with such terms insofar as such terms are applicable to it, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) upon it will notify the Collateral Agent promptly in writing of the occurrence and during of any of the continuance of an Event of Default, unless otherwise expressly permitted hereby, pay any dividends or other payments events described in Section 5.8(a) with respect to the Pledged Securities directly issued by it and (iii) the terms of Sections 6.3(c) and 6.7 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 6.3(c) or 6.7 with respect to the Administrative AgentPledged Securities issued by it.
Appears in 2 contracts
Sources: Guarantee and Collateral Agreement (Imperial Holly Corp), Guarantee and Collateral Agreement (Imperial Holly Corp)
Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Collateral Agent shall have given written notice to the relevant Grantor of the Administrative Collateral Agent's intent to exercise its corresponding rights pursuant to Section 5.3(b6.3(b) (which notice shall be deemed to have been given immediately upon the occurrence of an Event of Default under Sections 6.01(7) or 6.01(8) of the Indenture or under paragraphs (g) or (h) of Article VII of the Term Loan Agreement), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Stock Equity and all payments made in the ordinary course in respect of the Pledged Notes and all distributions in respect of the Pledge Partnership Interests and Pledged LLC Interests, to the extent permitted in the Credit Agreement, and to exercise all voting and corporate rights with respect to the Pledged Securities; provided, however, provided however that no vote shall be cast or corporate right exercised or other action taken which, in the Administrative Agent's reasonable judgment, would materially which could reasonably be expected to impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Indenture, this Agreement, this any other Notes Document, the Term Loan Agreement or any other Loan Document.
(b) If an Event of Default shall occur and be continuing and the Administrative Agent Collateral Agent, at the direction of the Applicable Authorized Representative, gives notice (or shall give be deemed to have given notice pursuant to Section 6.3(a)) of its intent to exercise such rights to the relevant Grantor or Grantors, (i) the Administrative Collateral Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities and make application thereof to the Obligations in such the order as the Administrative Agent may determine, set forth in Section 6.5 and (ii) any or all of the Pledged Securities shall be registered in the name of the Administrative Collateral Agent or its nominee, and the Administrative Collateral Agent or its nominee may thereafter exercise (x) all voting, corporate and other rights pertaining to such Pledged Securities at any meeting of shareholders of the relevant Investment Property Issuer or Investment Property Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, including the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any Investment Property Issuer, or upon the exercise by any Grantor or the Administrative Collateral Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Collateral Agent may determine), all without liability except to account for property actually received by it and except to the extent resulting from the gross negligence or willful misconduct of the Administrative Agentit, but the Administrative Collateral Agent shall have no duty to any Grantor 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) Each Grantor hereby authorizes and instructs each Investment Property Issuer of any Pledged Securities pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Administrative Collateral Agent in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Investment Property Issuer shall be fully protected in so complying, complying and (ii) upon the occurrence and during the continuance of an Event of Default, unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Pledged Securities directly to the Administrative Collateral Agent, to the extent such dividend or payment to the relevant Grantor is prohibited under this Agreement, the Indenture or the Term Loan Agreement.
Appears in 2 contracts
Sources: Term Loan Credit Agreement (Rotech Healthcare Inc), Term Loan Credit Agreement (Rotech Healthcare Inc)
Pledged Securities. (a) Unless an Event The shares of Default shall have occurred and be continuing and Pledged Stock pledged by such Grantor held by the Administrative Agent shall have given notice under the Loan Collateral Agreement and in which, pursuant to this Agreement and the relevant Grantor Intercreditor Agreement, the Collateral Agent has a second security interest, constitute all the issued and outstanding shares of all classes of the Administrative Agent's intent to exercise its corresponding rights pursuant to Section 5.3(b), Capital Stock of each Grantor shall be permitted to receive all dividends paid in respect of the Pledged Stock and all payments made in the ordinary course in respect of the Pledged Notes and all distributions in respect of the Pledge Partnership Interests and Pledged LLC Interests, to the extent permitted in the Credit Agreement, and to exercise all voting and corporate rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate right exercised or other action taken which, in the Administrative Agent's reasonable judgment, would materially impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Documentdomestic Issuer owned by such Grantor.
(b) If an Event of Default shall occur and be continuing and All the Administrative Agent shall give notice of its intent to exercise such rights to the relevant Grantor or Grantors, (i) the Administrative Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect shares of the Pledged Securities Stock have been duly and make application thereof to the Obligations in such order as the Administrative Agent may determine, validly issued and (ii) any or all of the Pledged Securities shall be registered in the name of the Administrative Agent or its nominee, are fully paid and the Administrative Agent or its nominee may thereafter exercise (x) all voting, corporate and other rights pertaining to such Pledged Securities at any meeting of shareholders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any Issuer, or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it and except to the extent resulting from the gross negligence or willful misconduct of the Administrative Agent, but the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doingnonassessable.
(c) Each of the Pledged Notes constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.
(d) Such Grantor hereby authorizes is the record and instructs each Issuer of any beneficial owner of, and has good and marketable title to, the Pledged Securities pledged by such Grantor hereunder it hereunder, free of any and all Liens or options in favor of, or claims of, any other Person, except the security interest created by this Agreement.
(e) Pursuant to Section 8 of the Intercreditor Agreement, the Administrative Agent has agreed, upon (i) comply with any instruction received by it from the Administrative Agent payment in writing that full of all Lender Obligations (as defined in the Intercreditor Agreement) and the termination of all commitments to extend credit under the Senior Credit Facility and (ii) the request of the Trustee, to (x) states provide a written acknowledgment of (i) above and that an Event the Senior Secured Parties (as defined in the Intercreditor Agreement) have no further rights under the Intercreditor Agreement in respect of Default has occurred and is continuing the Collateral and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) upon the occurrence and during the continuance of an Event of Default, unless otherwise expressly permitted hereby, pay any dividends or other payments with respect deliver to the Pledged Securities directly to Trustee any items of Collateral held in the possession of the Administrative Agent, provided that there are Trustee Obligations (as defined in the Intercreditor Agreement) then outstanding.
Appears in 2 contracts
Sources: Collateral Agreement (Harvard Industries Inc), Indenture (Harvard Industries Inc)
Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Collateral Agent shall have given notice to the relevant Grantor of the Administrative Collateral Agent's ’s intent to exercise its corresponding rights pursuant to Section 5.3(b6.3(b), each Grantor shall be permitted to receive all cash dividends and other distributions paid in respect of the Pledged Stock and all payments made in the ordinary course in respect of the Pledged Notes and all distributions in respect of the Pledge Partnership Interests and Pledged LLC Interests, to the extent permitted in the Credit AgreementIndenture, and to exercise all voting and corporate or other organizational rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate or other organizational right exercised or other action taken which, in which (i) would reasonably be expected to materially and adversely affect the Administrative Agent's reasonable judgment, would materially impair rights inuring to a holder of any Pledged Securities or the rights and remedies of any of the Collateral Agent or which any other Secured Party under this Agreement or any other Security Document or the ability of the Secured Parties to exercise the same or (ii) would be inconsistent with or result in any violation of any provision of the Credit AgreementIndenture, this Agreement or any other Loan Security Document.
(b) If an Event of Default shall occur and be continuing and the Administrative Collateral Agent shall give notice of its intent to exercise such rights to the relevant Grantor or GrantorsGrantors (which notice shall not be required if an Event of Default under Section 6.01 of the Indenture shall have occurred and be continuing), subject to applicable gaming laws, (i) the Administrative Collateral Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities and make application thereof to the Obligations in such the order as the Administrative Agent may determineset forth in Section 6.6, and (ii) any or all of the Pledged Securities shall be registered in the name of the Administrative Collateral Agent or its nominee, and the Administrative Collateral Agent or its nominee may thereafter during the continuance of such Event of Default exercise (x) all voting, corporate and other rights pertaining to such Pledged Securities at any meeting of shareholders of the relevant Issuer issuer or Issuers issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any Issuer, or upon the exercise by any Grantor or the Administrative Collateral Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Collateral Agent may reasonably determine), all without liability (except to account for property actually received by it and except to the extent liabilities resulting from the gross negligence or willful misconduct of the Administrative Collateral Agent) except to account for property actually received by it, but the Administrative Collateral Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doingdoing unless the Collateral Agent has given notice of its intent to exercise as set forth above.
(c) Each Grantor hereby authorizes and instructs each Issuer issuer of any Pledged Securities pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Administrative Collateral Agent in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) upon the occurrence and during the continuance of after an Event of DefaultDefault has occurred and is continuing, unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Pledged Securities directly to the Administrative Collateral Agent.
Appears in 2 contracts
Sources: Collateral Agreement (Scientific Games Corp), Collateral Agreement (Scientific Games Corp)
Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor Pledgor of the Administrative Agent's ’s intent to exercise its corresponding rights pursuant to Section 5.3(b6.02(c), each Grantor Pledgor shall be permitted to receive all cash dividends or distributions paid in respect of the Pledged Stock and all payments made Securities paid in the ordinary normal course in respect of business of the Pledged Notes and all distributions in respect of the Pledge Partnership Interests and Pledged LLC Interestsrelevant Issuer (other than liquidating or distributing dividends), to the extent permitted in the Credit Agreement. Any sums paid upon or in respect of any Pledged Securities upon the liquidation or dissolution of any issuer of any Pledged Securities, any distribution of capital made on or in respect of any Pledged Securities or any property distributed upon or with respect to any Pledged Securities pursuant to the recapitalization or reclassification of the capital of any issuer of Pledged Securities or pursuant to the reorganization thereof shall, unless otherwise subject to a perfected security interest in favor of the Administrative Agent, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations. If any sum of money or property so paid or distributed in respect of any Pledged Securities shall be received by such Pledgor, such Pledgor shall, until such money or property is paid or delivered to the Administrative Agent, hold such money or property in trust for the Administrative Agent, segregated from other funds of such Pledgor, as additional security for the Obligations.
(b) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Pledgor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 6.02(c), each Pledgor shall be entitled to exercise all voting voting, consent and corporate corporate, partnership or limited liability rights with respect to the Pledged Securities; provided, however, that no vote shall be cast cast, consent given or corporate right exercised or other action taken which, in the Administrative Agent's reasonable judgment, by such Pledgor that would materially impair the Collateral or which would Collateral, be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan DocumentDocument or, without the prior consent of the Administrative Agent and the Lenders, enable or permit any issuer of Pledged Securities to issue any Equity Interest or to issue any other securities convertible into or granting the right to purchase or exchange for any Stock of any issuer of Pledged Securities other than as permitted by the Credit Agreement.
(bc) If Upon the occurrence and during the continuance of an Event of Default shall occur and be continuing and Default, upon notice by the Administrative Agent shall give notice of its intent to exercise such rights to the relevant Grantor Pledgor or GrantorsPledgors, (i) the Administrative Agent shall have the right to receive any and all cash dividends, payments payments, Property or other Proceeds paid in respect of the Pledged Securities and make application thereof to the Borrower Obligations in such order as accordance with Section 10.02(c) of the Administrative Agent may determineCredit Agreement, and (ii) any or all of the Pledged Securities shall be registered in the name of the Administrative Agent or its nominee, and (iii) the Administrative Agent or its nominee may thereafter exercise (xA) all voting, corporate consent, corporate, partnership or limited liability and other rights pertaining to such Pledged Securities at any meeting of shareholders shareholders, partners or members (or other equivalent body), as the case may be, of the relevant Issuer or Issuers or otherwise and (yB) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate organizational structure of any Issuer, or upon the exercise by any Grantor Pledgor or the Administrative Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property Property actually received by it and except to the extent resulting from the gross negligence or willful misconduct of the Administrative Agentit, but the Administrative Agent shall have no duty to any Grantor 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.
(cd) In order to permit the Administrative Agent to exercise the voting and other consensual rights that it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that it may be entitled to receive hereunder, (i) each Pledgor shall promptly execute and deliver (or cause to be executed and delivered) to the Administrative Agent all such proxies, dividend or distribution payment orders and other instruments as the Administrative Agent may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, such Pledgor hereby grants to the Administrative Agent an irrevocable proxy to vote all or any part of the Pledged Securities and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Securities would be entitled (including giving or withholding written consents of shareholders, partners or members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Securities on the record books of the Issuer thereof) by any other Person (including the Issuer of such Pledged Securities or any officer or agent thereof) upon the occurrence and during the continuance of an Event of Default and which proxy shall only terminate upon the payment in full of the Obligations.
(e) Each Grantor Pledgor hereby authorizes and instructs each Issuer of any Pledged Securities pledged by such Grantor Pledgor hereunder to (i) comply with any instruction received by it from the Administrative Agent in writing that (xA) states that an Event of Default has occurred and is continuing and (yB) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such GrantorPledgor, and each Grantor Pledgor agrees that each Issuer shall be fully protected in so complying, and (ii) upon the occurrence and during the continuance of an Event of Default, unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Pledged Securities directly to the Administrative Agent.
(f) Upon the occurrence and during the continuance of an Event of Default, if the Issuer of any Pledged Securities is the subject of bankruptcy, insolvency, receivership, custodianship or other proceedings under the supervision of any Governmental Authority, then all rights of the Pledgor in respect thereof to exercise the voting and other consensual rights which such Pledgor would otherwise be entitled to exercise with respect to the Pledged Securities issued by such Issuer shall cease, and all such rights shall thereupon become vested in the Administrative Agent who shall thereupon have the sole right to exercise such voting and other consensual rights, but the Administrative Agent shall have no duty to exercise any such voting or other consensual rights and shall not be responsible for any failure to do so or delay in so doing.
Appears in 2 contracts
Sources: Guaranty and Pledge Agreement (APEG Energy II, LP), Guaranty and Pledge Agreement (Us Energy Corp)
Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor Guarantor of the Administrative Agent's ’s intent to exercise its corresponding rights pursuant to Section 5.3(b7.01(b), each Grantor the Guarantor shall be permitted to receive all cash dividends paid in respect of the Pledged Stock and all payments made Securities paid in the ordinary normal course in respect of business of the Pledged Notes and all distributions in respect of the Pledge Partnership Interests and Pledged LLC Interestsrelevant Issuer, to the extent permitted in the Credit Agreement, and to exercise all voting and corporate rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate right exercised or other action taken which, in the Administrative Agent's reasonable judgment, would materially impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Document.
(b) If an Event of Default shall occur and be continuing (and subject to the Intercreditor Agreement), then at any time in the Administrative Agent shall give notice of its intent to exercise such rights to the relevant Grantor or GrantorsAgent’s discretion without notice, (i) the Administrative Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities and make application thereof to the Obligations in such order as accordance with Section 10.02 of the Administrative Agent may determineCredit Agreement, and (ii) any or all of the Pledged Securities shall be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (x) all voting, corporate and other rights pertaining to such Pledged Securities at any meeting of shareholders (or other equivalent body) of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate organizational structure of any Issuer, or upon the exercise by any Grantor the Guarantor or the Administrative Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it and except to the extent resulting from the gross negligence or willful misconduct of the Administrative Agentit, but the Administrative Agent shall have no duty to any Grantor the Guarantor 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) Each Grantor The Guarantor hereby authorizes and instructs each Issuer of any Pledged Securities pledged by such Grantor the Gurantor hereunder to (and each Issuer party hereto hereby agrees) to, upon the Discharge of First Lien Obligations, (i) comply with any instruction received by it from the Administrative Agent in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantorthe Guarantor, and each Grantor the Guarantor agrees that each Issuer shall be fully protected in so complying, and (ii) upon the occurrence and during the continuance of an Event of Default, unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Pledged Securities directly to the Administrative Agent.
(d) After the occurrence and during the continuation of an Event of Default, if the Issuer of any Pledged Securities is the subject of bankruptcy, insolvency, receivership, custodianship or other proceedings under the supervision of any Governmental Authority, then all rights of the Guarantor in respect thereof to exercise the voting and other consensual rights which the Guarantor would otherwise be entitled to exercise with respect to the Pledged Securities issued by such Issuer shall cease, and all such rights shall thereupon become vested in the Administrative Agent (subject to the Intercreditor Agreement) who shall thereupon have the sole right to exercise such voting and other consensual rights, but the Administrative Agent shall have no duty to exercise any such voting or other consensual rights and shall not be responsible for any failure to do so or delay in so doing.
Appears in 2 contracts
Sources: Second Lien Guarantee and Pledge Agreement (Kodiak Oil & Gas Corp), Second Lien Guarantee and Pledge Agreement (Kodiak Oil & Gas Corp)
Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor Guarantor of the Administrative Agent's ’s intent to exercise its corresponding rights pursuant to Section 5.3(b7.01(b), each Grantor the Guarantor shall be permitted to receive all cash dividends paid in respect of the Pledged Stock and all payments made Securities paid in the ordinary normal course in respect of business of the Pledged Notes and all distributions in respect of the Pledge Partnership Interests and Pledged LLC Interestsrelevant Issuer, to the extent permitted in the Credit Agreement, and to exercise all voting and corporate rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate right exercised or other action taken which, in the Administrative Agent's reasonable judgment, would materially impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Document.
(b) If an Event of Default shall occur and be continuing and continuing, then at any time in the Administrative Agent shall give notice of its intent to exercise such rights to the relevant Grantor or GrantorsAgent’s discretion without notice, (i) the Administrative Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities and make application thereof to the Obligations in such order as accordance with Section 10.02 of the Administrative Agent may determineCredit Agreement, and (ii) any or all of the Pledged Securities shall be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (x) all voting, corporate and other rights pertaining to such Pledged Securities at any meeting of shareholders (or other equivalent body) of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate organizational structure of any Issuer, or upon the exercise by any Grantor the Guarantor or the Administrative Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it and except to the extent resulting from the gross negligence or willful misconduct of the Administrative Agentit, but the Administrative Agent shall have no duty to any Grantor the Guarantor 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) Each Grantor The Guarantor hereby authorizes and instructs each Issuer of any Pledged Securities pledged by such Grantor the Gurantor hereunder to (i) comply with any instruction received by it from the Administrative Agent in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantorthe Guarantor, and each Grantor the Guarantor agrees that each Issuer shall be fully protected in so complying, and (ii) upon the occurrence and during the continuance of an Event of Default, unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Pledged Securities directly to the Administrative Agent.
(d) After the occurrence and during the continuation of an Event of Default, if the Issuer of any Pledged Securities is the subject of bankruptcy, insolvency, receivership, custodianship or other proceedings under the supervision of any Governmental Authority, then all rights of the Guarantor in respect thereof to exercise the voting and other consensual rights which the Guarantor would otherwise be entitled to exercise with respect to the Pledged Securities issued by such Issuer shall cease, and all such rights shall thereupon become vested in the Administrative Agent who shall thereupon have the sole right to exercise such voting and other consensual rights, but the Administrative Agent shall have no duty to exercise any such voting or other consensual rights and shall not be responsible for any failure to do so or delay in so doing.
Appears in 2 contracts
Sources: Guarantee and Pledge Agreement (Kodiak Oil & Gas Corp), Guarantee and Pledge Agreement (Kodiak Oil & Gas Corp)
Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent's intent to exercise its corresponding rights pursuant to Section 5.3(b7.01(b), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Stock and all payments made Securities paid in the ordinary normal course in respect of business of the Pledged Notes and all distributions in respect of the Pledge Partnership Interests and Pledged LLC Interestsrelevant Issuer, to the extent permitted in the Credit Term Loan Agreement, and to exercise all voting and corporate rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate right exercised or other action taken which, in the Administrative Agent's reasonable judgment, would materially impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Document.
(b) If an Event of Default shall occur and be continuing and continuing, then at any time in the Administrative Agent shall give notice of its intent to exercise such rights to the relevant Grantor or GrantorsAgent's discretion without notice, (i) the Administrative Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities and make application thereof to the Obligations in such order as accordance with Section 10.02 of the Administrative Agent may determineTerm Loan Agreement, and (ii) any or all of the Pledged Securities shall be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (x) all voting, corporate and other rights pertaining to such Pledged Securities at any meeting of shareholders (or other equivalent body) of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate organizational structure of any Issuer, or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it and except to the extent resulting from the gross negligence or willful misconduct of the Administrative Agentit, but the Administrative Agent shall have no duty to any Grantor 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) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Securities pledged by such Grantor hereunder (and each Issuer party hereto hereby agrees) to (i) comply with any instruction received by it from the Administrative Agent in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) upon the occurrence and during the continuance of an Event of Default, unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Pledged Securities directly to the Administrative Agent.
(d) After the occurrence and during the continuation of an Event of Default, if the Issuer of any Pledged Securities is the subject of bankruptcy, insolvency, receivership, custodianship or other proceedings under the supervision of any Governmental Authority, then all rights of the Grantor in respect thereof to exercise the voting and other consensual rights which such Grantor would otherwise be entitled to exercise with respect to the Pledged Securities issued by such Issuer shall cease, and all such rights shall thereupon become vested in the Administrative Agent who shall thereupon have the sole right to exercise such voting and other consensual rights, but the Administrative Agent shall have no duty to exercise any such voting or other consensual rights and shall not be responsible for any failure to do so or delay in so doing.
Appears in 2 contracts
Sources: Second Lien Term Loan Agreement (Petrohawk Energy Corp), Second Lien Term Loan Agreement (Petrohawk Energy Corp)
Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Collateral Agent shall have given notice to the relevant Grantor of the Administrative Collateral Agent's ’s intent to exercise its corresponding rights pursuant to Section 5.3(b6.3(b), each Grantor shall be permitted to receive all cash dividends and other distributions paid in respect of the Pledged Stock and all payments made in the ordinary course in respect of the Pledged Notes and all distributions in respect of the Pledge Partnership Interests and Pledged LLC Interests, to the extent permitted in not prohibited by the Credit Agreement, and to exercise all voting voting, corporate and corporate other rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate right exercised or other action taken which, in the Administrative Agent's reasonable judgment, would materially impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Document.
(ba) If an Event of Default shall occur and be continuing and the Administrative Collateral Agent shall give notice of its intent to exercise such rights to the relevant Grantor or GrantorsGrantors (which notice shall not be required if an Event of Default under Section 8.1(f) of the Credit Agreement shall have occurred and be continuing), (i) the Administrative Collateral Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities and make application thereof to the Obligations in such the order as the Administrative Agent may determine, set forth in Section 6.6 and (ii) any or all of the Pledged Securities shall be registered in the name of the Administrative Collateral Agent or its nominee, and the Administrative Collateral Agent or its nominee may thereafter exercise (x) all voting, corporate and other rights pertaining to such Pledged Securities at any meeting of shareholders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, including the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any Issuer, or upon the exercise by any Grantor or the Administrative Collateral Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Collateral Agent may reasonably determine), all without liability (except to account for property actually received by it and except to the extent liabilities resulting from the gross negligence or willful misconduct of the Administrative Collateral Agent) except to account for property actually received by it, but the Administrative Collateral Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doingdoing unless the Collateral Agent has given notice of its intent to exercise as set forth above.
(cb) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Securities pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Administrative Agent in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) upon the occurrence and during the continuance of an Event of Default, unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Pledged Securities directly to the Administrative Agent.
Appears in 2 contracts
Sources: Guarantee and Collateral Agreement, Guarantee and Collateral Agreement (Engility Holdings, Inc.)
Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Collateral Agent shall have given notice to the relevant Grantor of the Administrative Collateral Agent's ’s intent to exercise its corresponding rights pursuant to Section 5.3(b6.3(b), each Grantor shall be permitted to receive all cash dividends and other distributions paid in respect of the Pledged Stock and all payments made in the ordinary course in respect of the Pledged Notes and all distributions in respect of the Pledge Partnership Interests and Pledged LLC Interests, to the extent permitted in the Credit Agreement, and to exercise all voting and corporate rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate right exercised or other action taken which, in the Administrative Agent's reasonable judgment, would materially impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Document.
(b) If an Event of Default shall occur and be continuing and the Administrative Collateral Agent shall give notice of its intent to exercise such rights to the relevant Grantor or Grantors, (i) unless otherwise provided in the Administrative Credit Agreement, the Collateral Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities and make application thereof to the Obligations in such the order as the Administrative Agent may determineset forth in Section 6.6, and (ii) any or all of the Pledged Securities shall be registered in the name of the Administrative Collateral Agent or its nominee, and the Administrative Collateral Agent or its nominee may thereafter exercise (x) all voting, corporate and other rights pertaining to such Pledged Securities at any meeting of shareholders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any Issuer, or upon the exercise by any Grantor or the Administrative Collateral Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Collateral Agent may reasonably determine), all without liability (except liabilities resulting from gross negligence or willful misconduct of the Collateral Agent) except to account for property actually received by it and except to the extent resulting from the gross negligence or willful misconduct of the Administrative Agentit, but the Administrative Collateral Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doingdoing unless the Collateral Agent has given notice of its intent to exercise as set forth above.
(c) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Securities pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Administrative Agent in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) upon the occurrence and during the continuance of an Event of Default, unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Pledged Securities directly to the Administrative Agent.
Appears in 2 contracts
Sources: Guarantee and Collateral Agreement (Wesco Aircraft Holdings, Inc), Guarantee and Collateral Agreement (Wesco Aircraft Holdings, Inc)
Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given written notice to the relevant Grantor of the Administrative Agent's ’s intent to exercise its corresponding rights pursuant to Section 5.3(b6.2(b) (which notice shall be deemed to have been given immediately upon the occurrence of an Event of Default under Section 7.1(f) of the Credit Agreement other than to the extent such right is waived or revoked in writing by the Required Lenders), each Grantor shall be permitted to (i) receive all dividends dividends, interest, principal or other payments or distributions paid or made in respect of the Pledged Stock and all payments made in the ordinary course in respect of the Pledged Notes and all distributions in respect of the Pledge Partnership Interests and Pledged LLC InterestsSecurities, to the extent permitted in not prohibited by the Credit Agreement; provided, however, that that any noncash dividends, interest, principal or other distributions that would constitute Pledged Capital Stock or Pledged Debt Securities, whether resulting from a subdivision, combination or reclassification of the outstanding equity interests of the issuer of any Pledged Securities or received in exchange for Pledged Securities or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Collateral, and, if received by any Grantor, shall not be commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, shall be held for the ratable benefit of the Secured Parties and shall be forthwith delivered to the Administrative Agent in the same form as so received (with any necessary endorsement or instrument of assignment), and to (ii) exercise all voting and corporate or other ownership rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate or other ownership right exercised or other action taken which, in which would reasonably be expected to materially and adversely affect the rights inuring to a holder of any Pledged Securities or the rights and remedies of the Administrative Agent's reasonable judgment, would materially impair Agent or the Collateral other Secured Parties under this Agreement or any other Loan Document or the ability of the Secured Parties to exercise the same or which would be inconsistent with or result in any violation of violate any provision of the Credit Agreement, this Agreement or any other Loan Document.
(b) If an Event of Default shall occur and be continuing and the Administrative Agent shall give have given written notice to the Borrower of its the Administrative Agent’s intent to exercise such execute its rights pursuant to this Section 6.2(b) (which notice shall be deemed to have been given immediately upon the occurrence of an Event of Default under Section 7.1(f) of the Credit Agreement other than to the relevant Grantor extent such right is waived or Grantors, revoked in writing by the Required Lenders): (i) the Administrative Agent shall have the right to receive any and all cash dividends, interest, principal or other payments or other Proceeds distributions paid in respect of to the Pledged Securities included in the Collateral and make application thereof to the Obligations in accordance with Section 6.4, (ii) all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Administrative Agent which shall thereupon have the sole right, but shall be under no obligation, to exercise or refrain from exercising such voting and other consensual rights and (iii) the Administrative Agent shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Property included in the Collateral to its name or the name of its nominee or agent or the name of the applicable Grantor, endorsed or assigned in blank in favor of the Administrative Agent, and each Grantor will, upon request, promptly give to the Administrative Agent copies of any notices or other communications received by it with respect to Pledged Securities included in the Collateral registered in the name of such Grantor. In addition, if an Event of Default has occurred and is continuing, the Administrative Agent shall have the right at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Property included in the Collateral for certificates or instruments of smaller or larger denominations. In order to permit the Administrative Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder if an Event of Default has occurred and is continuing each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Administrative Agent all proxies, dividend payment orders and other instruments as the Administrative Agent may determine, from time to time reasonably request and (ii) any or all of the Pledged Securities shall be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (x) all voting, corporate and other rights pertaining to such Pledged Securities at any meeting of shareholders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any Issuer, or upon the exercise by any each Grantor or the Administrative Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as acknowledges that the Administrative Agent may determine)utilize the power of attorney set forth herein. All dividends, all without liability except to account for property actually interest, principal or other payments or distributions received by it and except any Grantor contrary to the extent resulting from provisions of this Section 6.2(b) shall be held for the gross negligence or willful misconduct benefit of the Administrative Agent, but shall be segregated from other property or funds of such Grantor and shall be promptly delivered to the Administrative Agent shall have no duty to promptly following demand in the same form as so received (with any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doingnecessary endorsement reasonably requested by the Administrative Agent).
(c) Any notice given by the Administrative Agent to the Borrower or any other Grantor under this Section 6.2 (i) may be given by telephone if promptly confirmed in writing, (ii) may be given with respect to one or more of the Grantors at the same or different times and (iii) may suspend the rights of the Grantors under paragraph (a) or (b) of this Section 6.2 in part without suspending all such rights (as specified by the Administrative Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Administrative Agent’s rights to give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing.
(d) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Securities pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Administrative Agent in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) upon the occurrence and during the continuance of an Event of Default, unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Pledged Securities directly to the Administrative Agent.
Appears in 2 contracts
Sources: Junior Lien Term Loan Credit Agreement (Forterra, Inc.), Senior Lien Term Loan Credit Agreement (Forterra, Inc.)
Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent's intent to exercise its corresponding rights pursuant to Section 5.3(b7.01(b), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Stock and all payments made Securities paid in the ordinary normal course in respect of business of the Pledged Notes and all distributions in respect of the Pledge Partnership Interests and Pledged LLC Interestsrelevant Issuer, to the extent permitted in the Credit Agreement, and to exercise all voting and corporate rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate right exercised or other action taken which, in the Administrative Agent's reasonable judgment, would materially impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Document.
(b) If an Event of Default shall occur and be continuing and continuing, then at any time in the Administrative Agent shall give notice of its intent to exercise such rights to the relevant Grantor or GrantorsAgent's discretion without notice, (i) the Administrative Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities and make application thereof to the Obligations in such order as accordance with Section 10.02 of the Administrative Agent may determineCredit Agreement, and (ii) any or all of the Pledged Securities shall be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (x) all voting, corporate and other rights pertaining to such Pledged Securities at any meeting of shareholders (or other equivalent body) of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate organizational structure of any Issuer, or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it and except to the extent resulting from the gross negligence or willful misconduct of the Administrative Agentit, but the Administrative Agent shall have no duty to any Grantor 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) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Securities pledged by such Grantor hereunder (and each Issuer party hereto hereby agrees) to (i) comply with any instruction received by it from the Administrative Agent in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) upon the occurrence and during the continuance of an Event of Default, unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Pledged Securities directly to the Administrative Agent.
(d) After the occurrence and during the continuation of an Event of Default, if the Issuer of any Pledged Securities is the subject of bankruptcy, insolvency, receivership, custodianship or other proceedings under the supervision of any Governmental Authority, then all rights of the Grantor in respect thereof to exercise the voting and other consensual rights which such Grantor would otherwise be entitled to exercise with respect to the Pledged Securities issued by such Issuer shall cease, and all such rights shall thereupon become vested in the Administrative Agent who shall thereupon have the sole right to exercise such voting and other consensual rights, but the Administrative Agent shall have no duty to exercise any such voting or other consensual rights and shall not be responsible for any failure to do so or delay in so doing.
Appears in 2 contracts
Sources: Guarantee and Collateral Agreement (Petrohawk Energy Corp), Credit Agreement (Energy Partners LTD)
Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent's ’s intent to exercise its corresponding rights pursuant to Section 5.3(b7.01(b), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Stock and all payments made Securities paid in the ordinary normal course in respect of business of the Pledged Notes and all distributions in respect of the Pledge Partnership Interests and Pledged LLC Interestsrelevant Issuer, to the extent permitted in the Credit Agreement, and to exercise all voting and corporate rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate right exercised or other action taken which, in the Administrative Agent's reasonable judgment, would materially impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Document.
(b) If an Event of Default shall occur and be continuing (and subject to the Intercreditor Agreement), then at any time in the Administrative Agent shall give notice of its intent to exercise such rights to the relevant Grantor or GrantorsAgent’s discretion without notice, (i) the Administrative Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities and make application thereof to the Obligations in such order as accordance with Section 10.02 of the Administrative Agent may determineCredit Agreement, and (ii) any or all of the Pledged Securities shall be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (x) all voting, corporate and other rights pertaining to such Pledged Securities at any meeting of shareholders (or other equivalent body) of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate organizational structure of any Issuer, or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it and except to the extent resulting from the gross negligence or willful misconduct of the Administrative Agentit, but the Administrative Agent shall have no duty to any Grantor 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) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Securities pledged by such Grantor hereunder to (and each Issuer party hereto hereby agrees) to, upon the Discharge of First Lien Obligations, (i) comply with any instruction received by it from the Administrative Agent in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) upon the occurrence and during the continuance of an Event of Default, unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Pledged Securities directly to the Administrative Agent.
(d) After the occurrence and during the continuation of an Event of Default, if the Issuer of any Pledged Securities is the subject of bankruptcy, insolvency, receivership, custodianship or other proceedings under the supervision of any Governmental Authority, then all rights of the Grantor in respect thereof to exercise the voting and other consensual rights which such Grantor would otherwise be entitled to exercise with respect to the Pledged Securities issued by such Issuer shall cease, and all such rights shall thereupon become vested in the Administrative Agent (subject to the Intercreditor Agreement) who shall thereupon have the sole right to exercise such voting and other consensual rights, but the Administrative Agent shall have no duty to exercise any such voting or other consensual rights and shall not be responsible for any failure to do so or delay in so doing.
Appears in 2 contracts
Sources: Second Lien Guarantee and Collateral Agreement (Kodiak Oil & Gas Corp), Second Lien Guarantee and Collateral Agreement (Kodiak Oil & Gas Corp)
Pledged Securities. During the continuance of an Event of Default:
(a) Unless an Event All rights of Default shall have occurred Pledgor to receive the dividends and interest payments which it would otherwise be continuing authorized to receive and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent's intent to exercise its corresponding rights retain pursuant to Section 5.3(b)4.02 shall cease, each Grantor shall be permitted to receive all dividends paid in respect of the Pledged Stock and all payments made in the ordinary course in respect of the Pledged Notes and all distributions in respect of the Pledge Partnership Interests and Pledged LLC Interests, to the extent permitted in the Credit Agreement, and to exercise all voting and corporate rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate right exercised or other action taken which, in the Administrative Agent's reasonable judgment, would materially impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Document.
(b) If an Event of Default shall occur and be continuing and the Administrative Agent shall give notice of its intent to exercise such rights to the relevant Grantor or Grantors, (i) the Administrative Agent shall thereupon become vested in Secured Party who shall thereupon have the sole right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities hold as Collateral such dividends and make application thereof to the Obligations in such order as the Administrative Agent may determine, and (ii) any or all of the Pledged Securities shall be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (x) all voting, corporate and other rights pertaining to such Pledged Securities at any meeting of shareholders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any Issuer, or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it and except to the extent resulting from the gross negligence or willful misconduct of the Administrative Agentinterest payments, but the Administrative Agent Secured Party shall have no duty to any Grantor to exercise any receive and hold such right, privilege or option dividends and interest payments and shall not be responsible for any failure to do so or delay in so doing.
(b) All dividends and interest payments which are received by Pledgor contrary to the provisions of this Section 6.06 shall be received in trust for the benefit of Secured Party (on behalf of the Lenders), shall be segregated from other funds of Pledgor and shall be forthwith paid over to Secured Party as Collateral in the same form as so received (with any necessary indorsement).
(c) Each Grantor hereby authorizes Secured Party may exercise any and instructs each Issuer all rights of conversion, exchange, subscription or any other rights, privileges or options pertaining to any of the Pledged Securities as if it were the absolute owner thereof, including, without limitation, the right to exchange at its discretion, any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other readjustment of any issuer of such Pledged Securities or upon the exercise by any such issuer or Secured Party of any right, privilege or option pertaining to any of the Pledged Securities, and in connection therewith, to deposit and deliver any and all of the Pledged Securities with any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by it, but Secured Party shall have no duty to exercise any of the aforesaid rights, privileges or options and shall not be responsible for any failure to do so or delay in so doing.
(d) If the issuer of any Pledged Securities pledged by such Grantor hereunder to (i) comply with any instruction received by it from is the Administrative Agent in writing that (x) states that an Event subject of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreementbankruptcy, without any other or further instructions from such Grantorinsolvency, and each Grantor agrees that each Issuer shall be fully protected in so complyingreceivership, and (ii) upon the occurrence and during the continuance of an Event of Default, unless otherwise expressly permitted hereby, pay any dividends custodianship or other payments proceedings under the supervision of any Governmental Authority, then all rights of Pledgor to exercise the voting and other consensual rights which Pledgor would otherwise be entitled to exercise pursuant to Section 4.04 with respect to the Pledged Securities directly issued by such issuer shall cease, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to the Administrative Agentexercise such voting and other consensual rights, but Secured Party shall have no duty to exercise any such voting or other consensual rights and shall not be responsible for any failure to do so or delay in so doing.
Appears in 2 contracts
Sources: Security Agreement (Corrida Resources Inc), Security Agreement (Queen Sand Resources Inc)
Pledged Securities. Upon both (ai) Unless the occurrence and ------------------- during the continuance of an Event of Default shall have occurred and be continuing (ii) either (a) the Loans becoming due and payable at their stated maturity and not paid, (b) the Administrative Agent shall have given Loans being declared due and payable pursuant to Article X of the Credit Agreement, or (c) Secured Party giving prior written notice to the relevant Grantor Pledgor of the Administrative AgentSecured Party's intent to exercise its corresponding rights under Section 6.02:
(a) All rights of Pledgor to receive the dividends and interest payments which it would otherwise be authorized to receive and retain pursuant to Section 5.3(b)4.02 shall cease, each Grantor shall be permitted to receive all dividends paid in respect of the Pledged Stock and all payments made in the ordinary course in respect of the Pledged Notes and all distributions in respect of the Pledge Partnership Interests and Pledged LLC Interests, to the extent permitted in the Credit Agreement, and to exercise all voting and corporate rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate right exercised or other action taken which, in the Administrative Agent's reasonable judgment, would materially impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Document.
(b) If an Event of Default shall occur and be continuing and the Administrative Agent shall give notice of its intent to exercise such rights to the relevant Grantor or Grantors, (i) the Administrative Agent shall thereupon become vested in Secured Party who shall thereupon have the sole right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities hold as Collateral such dividends and make application thereof to the Obligations in such order as the Administrative Agent may determine, and (ii) any or all of the Pledged Securities shall be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (x) all voting, corporate and other rights pertaining to such Pledged Securities at any meeting of shareholders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any Issuer, or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it and except to the extent resulting from the gross negligence or willful misconduct of the Administrative Agentinterest payments, but the Administrative Agent Secured Party shall have no duty to any Grantor to exercise any receive and hold such right, privilege or option dividends and interest payments and shall not be responsible for any failure to do so or delay in so doing.
(b) All dividends and interest payments which are received by Pledgor contrary to the provisions of this Section 6.06 shall be received in trust for the benefit of Secured Party, shall be segregated from other funds of Pledgor and shall be promptly paid over to Secured Party as Collateral in the same form as so received (with any necessary endorsement).
(c) Each Grantor hereby authorizes Secured Party may exercise any and instructs each Issuer all rights of any Pledged Securities pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Administrative Agent in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreementconversion, without exchange, subscription or any other rights, privileges or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) upon the occurrence and during the continuance options pertaining to any of an Event of Default, unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Pledged Securities directly as if it were the absolute owner thereof, including without limitation, the right to exchange at its discretion, any and all of the Administrative AgentPledged Securities upon the merger, consolidation, reorganization, recapitalization or other readjustment of any issuer of such Pledged Securities or upon the exercise by any such issuer or Secured Party of any right, privilege or option pertaining to any of the Pledged Securities and in connection therewith, to deposit and deliver any and all of the Pledged Securities with any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by it, but Secured Party shall have no duty to exercise any of the aforesaid rights, privileges or options and shall not be responsible for any failure to do so or delay in so doing.
Appears in 2 contracts
Sources: Pledge and Security Agreement (St Mary Land & Exploration Co), Pledge and Security Agreement (St Mary Land & Exploration Co)
Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given one (1) Business Day’s prior written notice to the relevant Grantor of the Administrative Agent's ’s intent to exercise its corresponding rights pursuant to Section 5.3(b)subsection (b) of this Section, each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Stock and all payments made Securities paid in the ordinary normal course in respect of business of the Pledged Notes and all distributions in respect of the Pledge Partnership Interests and Pledged LLC Interestsrelevant Issuer, to the extent permitted in by the Credit Agreement, and to exercise all voting and corporate rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate right exercised or other action taken which, in the Administrative Agent's reasonable judgment, would materially impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Document.
(b) If an Event of Default shall occur and be continuing and continuing, then at any time in the Administrative Agent shall give Agent’s discretion, upon one (1) Business Day’s prior written notice of its intent to exercise such rights to the relevant Grantor or GrantorsGrantor, (i) the Administrative Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities and make application thereof to the Obligations in such order as accordance with Section 2.12(d) of the Administrative Agent may determineCredit Agreement, and (ii) any or all of the Pledged Securities shall be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (x) all voting, corporate and other rights pertaining to such Pledged Securities at any meeting of shareholders (or other equivalent body) of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate organizational structure of any Issuer, or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it and except to the extent resulting from the gross negligence or willful misconduct of the Administrative Agentit, but the Administrative Agent shall have no duty to any Grantor 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) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Securities pledged by such Grantor hereunder (and each Issuer party hereto hereby agrees) to (i) comply with any instruction received by it from the Administrative Agent in writing that (xincluding any instruction to pay any dividends or other payments with respect to such Pledged Securities directly to the Administrative Agent), in each case, (i) states that after an Event of Default has occurred and is continuing (so long as the Administrative Agent has complied with the notice provisions of subsection (b) above) and (yii) that is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and .
(iid) upon After the occurrence and during the continuance of an Event of Default, unless otherwise expressly permitted herebyupon one (1) Business Day’s prior written notice to the relevant Grantor, pay if the Issuer of any dividends Pledged Securities is the subject of bankruptcy, insolvency, receivership, custodianship or other payments proceedings under the supervision of any Governmental Authority, then all rights of the Grantor in respect thereof to exercise the voting and other consensual rights which such Grantor would otherwise be entitled to exercise with respect to the Pledged Securities directly to issued by such Issuer shall cease, and all such rights shall thereupon become vested in the Administrative AgentAgent who shall thereupon have the sole right to exercise such voting and other consensual rights, but the Administrative Agent shall have no duty to exercise any such voting or other consensual rights and shall not be responsible for any failure to do so or delay in so doing.
Appears in 2 contracts
Sources: Guaranty and Security Agreement, Guaranty and Security Agreement (BioScrip, Inc.)
Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent's intent to exercise its corresponding rights pursuant to Section 5.3(b)continuing, each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Stock and all payments made in the ordinary course in respect of the Pledged Notes and all distributions Notes, in respect each case paid in the normal course of business of the Pledge Partnership Interests and Pledged LLC Interestsrelevant Issuer, to the extent permitted in the Credit AgreementIndenture, and to exercise all voting and corporate or other ownership rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate or other ownership right exercised or other action taken which, in the Administrative Agent's reasonable judgment, which would materially impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit AgreementIndenture, this Agreement or any other Loan Collateral Document.
(b) If Subject to applicable provisions of Gaming Laws, if an Event of Default shall occur and be continuing and the Administrative Agent Mortgage Notes Indenture Trustee shall give notice of its intent to exercise such rights to the relevant Grantor or Grantors, (i) the Administrative Agent Mortgage Notes Indenture Trustee shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities and make application thereof to the Obligations in such the order as the Administrative Agent may determineset forth in Section 6.6, and (ii) any or all of the Pledged Securities shall be registered in the name of the Administrative Agent Mortgage Notes Indenture Trustee or its nominee, and the Administrative Agent Mortgage Notes Indenture Trustee or its nominee may thereafter exercise (x) all voting, corporate or other ownership and other rights pertaining to such Pledged Securities at any meeting of shareholders or other equity holders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other structure of any Issuer, or upon the exercise by any Grantor or the Administrative Agent Mortgage Notes Indenture Trustee of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent Mortgage Notes Indenture Trustee may determine), all without liability except to account for property actually received by it and except to the extent resulting from the gross negligence or willful misconduct of the Administrative Agentit, but the Administrative Agent Mortgage Notes Indenture Trustee shall have no duty to any Grantor 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) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Securities pledged by such Grantor hereunder to (i) to comply with any instruction received by it from the Administrative Agent Mortgage Notes Indenture Trustee in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) upon the occurrence and during the continuance of an Event of Default, unless otherwise expressly permitted hereby, to pay any dividends or other payments with respect to the Pledged Securities directly to the Administrative AgentMortgage Notes Indenture Trustee.
Appears in 2 contracts
Sources: Guarantee and Collateral Agreement (Wynn Resorts LTD), Guarantee and Collateral Agreement (Wynn Las Vegas LLC)
Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent's intent to exercise its corresponding rights pursuant to Section 5.3(b6.4(b), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Stock and all payments made in the ordinary course in respect of the Pledged Notes and all distributions Notes, in respect each case paid in the normal course of business of the Pledge Partnership Interests and Pledged LLC Interestsrelevant Issuer, to the extent permitted in the Credit Agreement, and to exercise all voting and corporate or other ownership rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate or other ownership right exercised or other action taken which, in the Administrative Agent's reasonable judgment, would materially impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Document.
(b) If Subject to applicable provisions of Nevada Gaming Laws, if an Event of Default shall occur and be continuing and the Administrative Agent shall give notice of its intent to exercise such rights to the relevant Grantor or Grantors, (i) the Administrative Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities and make application thereof to the Obligations in such the order as the Administrative Agent may determineset forth in Section 6.6, and (ii) any or all of the Pledged Securities shall be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (x) all voting, corporate or other ownership and other rights pertaining to such Pledged Securities at any meeting of shareholders or other equity holders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other structure of any Issuer, or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it and except to the extent resulting from the gross negligence or willful misconduct of the Administrative Agentit, but the Administrative Agent shall have no duty to any Grantor 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) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Securities pledged by such Grantor hereunder to (i) to comply with any instruction received by it from the Administrative Agent in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) upon the occurrence and during the continuance of an Event of Default, unless otherwise expressly permitted hereby, to pay any dividends or other payments with respect to the Pledged Securities directly to the Administrative Agent.
Appears in 2 contracts
Sources: Guarantee and Collateral Agreement (Wynn Las Vegas LLC), Guarantee and Collateral Agreement (Wynn Resorts LTD)
Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent's ’s intent to exercise its corresponding rights pursuant to Section 5.3(b6.3(b), each Grantor shall be permitted to receive all cash and non-cash dividends paid in respect of the Pledged Stock and all payments made in the ordinary course in respect of the Pledged Notes and all distributions in respect of the Pledge Partnership Interests and Pledged LLC InterestsNotes, to the extent permitted in the Credit Agreement, and to exercise all voting and corporate or other organizational rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate or other organizational right exercised or other action taken which, in the Administrative Agent's ’s reasonable judgment, would materially impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Document.
(b) If an Event of Default shall occur and be continuing and the Administrative Agent shall give notice of its intent to exercise such rights to the relevant Grantor or Grantors, (i) the Administrative Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities and make application thereof to the applicable Obligations in such order as the Administrative Agent may determine, and (ii) any or all of the Pledged Securities shall be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (x) all voting, corporate and other rights pertaining to such Pledged Securities at any meeting of shareholders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other organizational structure of any Issuer, or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it and except to the extent resulting from the gross negligence or willful misconduct of the Administrative Agentit, but the Administrative Agent shall have no duty to any Grantor 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) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Securities pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Administrative Agent in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) upon the occurrence and during the continuance of an Event of Default, unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Pledged Securities directly to the Administrative Agent.
Appears in 2 contracts
Sources: Guarantee and Collateral Agreement (First Solar, Inc.), Guarantee and Collateral Agreement (First Solar, Inc.)
Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent's ’s intent to exercise its corresponding rights pursuant to Section 5.3(b7.01(b), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Stock and all payments made Securities paid in the ordinary normal course in respect of business of the Pledged Notes and all distributions in respect of the Pledge Partnership Interests and Pledged LLC Interestsrelevant Issuer, to the extent permitted in the Credit Agreement, and to exercise all voting and corporate rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate right exercised or other action taken which, in the Administrative Agent's reasonable judgment, would materially impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Document.
(b) If an Event of Default shall occur and be continuing and continuing, then at any time in the Administrative Agent shall give notice of its intent to exercise such rights to the relevant Grantor or GrantorsAgent’s discretion without notice, (i) the Administrative Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities and make application thereof to the Obligations in such order as accordance with Section 10.02 of the Administrative Agent may determineCredit Agreement, and (ii) any or all of the Pledged Securities shall be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (x) all voting, corporate and other rights pertaining to such Pledged Securities at any meeting of shareholders (or other equivalent body) of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate organizational structure of any Issuer, or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it and except to the extent resulting from the gross negligence or willful misconduct of the Administrative Agentit, but the Administrative Agent shall have no duty to any Grantor 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) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Securities pledged by such Grantor hereunder (and each Issuer party hereto hereby agrees) to (i) comply with any instruction received by it from the Administrative Agent in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) upon the occurrence and during the continuance of an Event of Default, unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Pledged Securities directly to the Administrative Agent.
Appears in 2 contracts
Sources: Second Lien Guarantee and Collateral Agreement (Rosetta Resources Inc.), Guarantee and Collateral Agreement (Rosetta Resources Inc.)
Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent Collateral Trustee shall have given notice to the relevant Grantor of the Administrative Agent's Collateral Trustee’s intent to exercise its corresponding rights pursuant to Section 5.3(b7.01(b), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Stock and all payments made Securities paid in the ordinary normal course in respect of business of the Pledged Notes and all distributions in respect of the Pledge Partnership Interests and Pledged LLC Interestsrelevant Issuer, to the extent permitted in the Credit AgreementIndenture, and to exercise all voting and corporate rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate right exercised or other action taken which, in the Administrative Agent's reasonable judgment, would materially impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Document.
(b) If an Event of Default shall occur and be continuing and continuing, then at any time in the Administrative Agent shall give Collateral Trustee’s discretion without notice of its intent to exercise such rights but in each case subject to the relevant Grantor or Grantorsterms of the Intercreditor Agreement, (i) the Administrative Agent Collateral Trustee shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities and make application thereof to the Secured Obligations in such order as accordance with the Administrative Agent may determineCollateral Trust Agreement, and (ii) any or all of the Pledged Securities shall be registered in the name of the Administrative Agent Collateral Trustee or its nominee, and the Administrative Agent Collateral Trustee or its nominee may thereafter exercise (x) all voting, corporate and other rights pertaining to such Pledged Securities at any meeting of shareholders (or other equivalent body) of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate organizational structure of any Issuer, or upon the exercise by any Grantor or the Administrative Agent Collateral Trustee of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent Collateral Trustee may determine), all without liability except to account for property actually received by it and except to the extent resulting from the gross negligence or willful misconduct of the Administrative Agentit, but the Administrative Agent Collateral Trustee shall have no duty to any Grantor 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) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Securities pledged by such Grantor hereunder (and each Issuer party hereto hereby agrees) to (i) comply with any instruction received by it from the Administrative Agent Collateral Trustee in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of the Intercreditor Agreement and this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) upon the occurrence and during the continuance of an Event of Default, unless otherwise expressly permitted herebyprohibited by the Intercreditor Agreement, pay any dividends or other payments with respect to the Pledged Securities directly to the Administrative AgentCollateral Trustee.
(d) After the occurrence and during the continuation of an Event of Default, if the Issuer of any Pledged Securities is the subject of bankruptcy, insolvency, receivership, custodianship or other proceedings under the supervision of any Governmental Authority, then all rights of the Grantor in respect thereof to exercise the voting and other consensual rights which such Grantor would otherwise be entitled to exercise with respect to the Pledged Securities issued by such Issuer shall cease, and all such rights shall, subject to the Intercreditor Agreement, thereupon become vested in the Collateral Trustee who shall thereupon have the sole right to exercise such voting and other consensual rights, but the Collateral Trustee shall have no duty to exercise any such voting or other consensual rights and shall not be responsible for any failure to do so or delay in so doing.
Appears in 2 contracts
Sources: Intercreditor Agreement (Halcon Resources Corp), Intercreditor Agreement (Halcon Resources Corp)
Pledged Securities. (a) Unless After the occurrence of an Event of Default shall have occurred and be continuing and the Administrative Agent Default, if Lender shall have given notice to the relevant Grantor of the Administrative Agent's intent to exercise its corresponding rights pursuant to Section 5.3(b), each Grantor shall be permitted to receive all dividends paid in respect of the Pledged Stock and all payments made in the ordinary course in respect of the Pledged Notes and all distributions in respect of the Pledge Partnership Interests and Pledged LLC Interests, to the extent permitted in the Credit Agreement, and to exercise all voting and corporate rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate right exercised or other action taken which, in the Administrative Agent's reasonable judgment, would materially impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Document.
(b) If an Event of Default shall occur and be continuing and the Administrative Agent shall give notice of its intent to exercise such rights to the relevant Grantor Obligor or GrantorsObligors, (i) the Administrative Agent Lender shall have the right to receive any and all cash dividends, payments or other Proceeds proceeds paid in respect of the Pledged Securities and make application thereof to the Obligations in such the order as the Administrative Agent may determineset forth herein, and (ii) any or all of the Pledged Securities shall be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent Lender or its nominee may thereafter exercise (xA) all voting, consensual, corporate and other rights pertaining to such the Pledged Securities at any meeting of shareholders shareholders, partners or members, as the case may be, of the relevant Issuer or Issuers issuers of Pledged Securities or otherwise and (yB) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such the Pledged Securities as if it were the absolute owner thereof (including, without limitation, including the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any Issuer, or upon the exercise by any Grantor or the Administrative Agent issuer of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositarydepository, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent Lender may determine), all without liability except to account for property Property actually received by it and except to the extent resulting from the gross negligence or willful misconduct of the Administrative Agentit, but the Administrative Agent Lender shall have no duty to any Grantor Obligor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.
(b) In order to permit Lender to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder, (i) each Obligor shall promptly execute and deliver (or cause to be executed and delivered) to Lender all such proxies, dividend payment orders and other instruments as Lender may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, each Obligor hereby grants to Lender an irrevocable proxy to vote all or any part of the Pledged Securities and to exercise all of the rights, powers, privileges and remedies to which a holder of the Pledged Securities would be entitled, which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Securities on the record books of the issuer thereof) by any other Person (including the issuer of such Pledged Securities or any officer or agent thereof), after the occurrence of an Event of Default and which proxy shall only terminate upon the Full Payment of the Obligations.
(c) Each Grantor Obligor hereby expressly authorizes and instructs each Issuer issuer of any Pledged Securities pledged hereunder by such Grantor hereunder Obligor to (i) comply with any instruction received by it from the Administrative Agent Lender in writing that (xa) states that an Event of Default has occurred and is continuing and (yb) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such GrantorObligor, and each Grantor Obligor agrees that each Issuer such issuer shall be fully protected in so complying, complying and (ii) upon the occurrence and during the continuance of an Event of Default, unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Pledged Securities directly to the Administrative AgentLender.
Appears in 2 contracts
Sources: Debtor in Possession Credit Agreement (Peregrine Systems Inc), Debt Agreement (BMC Software Inc)
Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuing AETG and the Administrative Agent shall have given notice to Company are the relevant Grantor of the Administrative Agent's intent to exercise its corresponding rights pursuant to Section 5.3(b)legal, each Grantor shall be permitted to receive all dividends paid in respect of the Pledged Stock record and all payments made in the ordinary course in respect of the Pledged Notes and all distributions in respect of the Pledge Partnership Interests and Pledged LLC Interests, to the extent permitted in the Credit Agreementbeneficial owners of, and have good title to, the Securities listed on Schedule I hereto and such Securities are not subject to exercise all voting and corporate rights with respect to the Pledged Securities; providedany put, howevercall, that no vote shall be cast or corporate right exercised option or other action taken which, right in the Administrative Agent's reasonable judgment, would materially impair the Collateral or which would be inconsistent with or result in any violation favor of any provision of the Credit Agreementother Person whatsoever, this Agreement or any other Loan Document.
(b) If an Event of Default shall occur and be continuing and except for the Administrative Agent shall give notice of its intent to exercise such rights to the relevant Grantor or Grantors, (i) the Administrative Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect capital stock of the Pledged Subsidiaries of AETG that are not engaged in the transportation business, the Securities and make application thereof to the Obligations in such order as the Administrative Agent may determine, and (ii) any or listed on Schedule I hereto constitute all of the Pledged Securities shall be registered capital stock or other ownership or equity interests owned legally or beneficially by AETG, the Company or any Restricted Subsidiary and all other instruments in which AETG, the name of Company or any Restricted Subsidiary has a legal or beneficial ownership interest on the Administrative Agent date hereof, (c) neither AETG, the Company, nor any Restricted Subsidiary has options or its nominee, and the Administrative Agent or its nominee may thereafter exercise (x) all voting, corporate and other rights pertaining to such Pledged Securities at acquire any meeting capital stock or other ownership or equity interests of shareholders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rightsPerson, privileges (d) neither AETG, the Company nor any Restricted Subsidiary is a party to or options pertaining to such Pledged Securities as if it were the absolute owner thereof bound by any agreement with any other Person (including, without limitation, any Subsidiary or any other stockholder of any Subsidiary) that restricts the right ability of AETG, the Company or any Restricted Subsidiary to exchange at its discretion vote, transfer or dispose of any and all capital stock or any of the Pledged other Securities, except for such restrictions on AETG under the Stockholders' Agreement, (e) other than the consent of the Commissioner of the Vermont Department of Banking, Insurance, Securities upon and Health Care Administration (the merger"Vermont Department") for the pledge, consolidationvoting, reorganization, recapitalization or other fundamental change in the corporate structure of any Issuer, or upon and the exercise of other corporate rights by any Grantor or the Administrative Agent of any rightSecured Party, privilege or option pertaining to such Pledged Securities, and whether in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it and except to the extent resulting from the gross negligence or willful misconduct of the Administrative Agent, but the Administrative Agent shall have no duty to any Grantor 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) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Securities pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Administrative Agent in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms exercise of remedies pursuant to this AgreementSecurity Agreement or otherwise, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) upon the occurrence and during the continuance of an Event of Default, unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Pledged shares of capital stock of Atlantic North Casualty Company pledged hereunder, which consent for the pledge of Securities directly hereunder has already been obtained, no consent of any other Person is required to be obtained in connection with the pledge of any of the Securities or the consummation of the other transactions contemplated hereby, including, without limitation, the exercise by the Secured Party of the voting or other rights provided for in this Security Agreement with respect to the Administrative AgentSecurities or the remedies in respect of the Securities provided pursuant to this Security Agreement, and (f) all of the Securities listed on Schedule I have been duly and validly issued, and are fully paid and nonassessable.
Appears in 2 contracts
Sources: Security and Pledge Agreement (Atlantic Express Transportation Corp), Security and Pledge Agreement (Atlantic Express Transportation Corp)
Pledged Securities. (a) Unless an Event Set forth on Schedule II is a true, correct and complete list and description of Default shall have occurred and be continuing all of the Pledged Securities;
(b) As of the date hereof, the Pledged Stock set forth on Part B of Schedule II constitutes all of the respective Capital Stock of each Grantor in Subsidiaries owned directly by such Grantor (except if such Subsidiary is a Foreign Subsidiary and the Administrative Agent shall have given notice pledge of such Foreign Subsidiary Voting Stock greater than 66% is not required to the relevant Grantor of the Administrative Agent's intent to exercise its corresponding rights be pledged pursuant to Section 5.3(b2, then such Pledged Stock constitutes 66% of the respective Capital Stock of such Grantor in such Foreign Subsidiary);
(c) As of the date hereof, the Pledged Stock set forth on Part C of Schedule II constitutes all of the respective Capital Stock of each Grantor shall be permitted to receive all dividends paid in respect any corporation or other entity other than the Pledged Stock evidencing Capital Stock in Subsidiaries;
(d) All of the Pledged Stock has been duly authorized, validly issued and all payments made is fully paid and non-assessable and is not subject to any options to purchase or similar rights of any Person, and none of the Pledged Stock constitutes “margin stock” as defined in Regulation U;
(e) To each of the ordinary course in respect Grantor’s knowledge, each of the Pledged Notes constitutes the legal, valid and all distributions in respect binding obligation of the Pledge Partnership Interests and Pledged LLC Interestsobligor with respect thereto, enforceable in accordance with its terms, subject to the extent permitted effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in the Credit Agreementa proceeding in equity or at law) and an implied covenant of good faith and fair dealing; and
(f) Such Grantor is, and to exercise all voting and corporate rights with respect to at the Pledged Securities; provided, however, that no vote shall be cast or corporate right exercised or other action taken which, in the Administrative Agent's reasonable judgment, would materially impair the Collateral or which would be inconsistent with or result in any violation time of any provision of the Credit Agreement, this Agreement or any other Loan Document.
(b) If an Event of Default shall occur and be continuing and the Administrative Agent shall give notice of its intent to exercise such rights to the relevant Grantor or Grantors, (i) the Administrative Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect delivery of the Pledged Securities and make application thereof to the Obligations in such order as Secured Party, will be, the Administrative Agent may determine, and (ii) any or all sole holder of the Pledged Securities shall be registered in the name of the Administrative Agent or its nominee, record and the Administrative Agent or its nominee may thereafter exercise (x) all voting, corporate and other rights pertaining to sole beneficial owner of such Pledged Securities at any meeting of shareholders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any Issuer, or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it and except to the extent resulting from the gross negligence or willful misconduct of the Administrative Agent, but the Administrative Agent shall have no duty to any Grantor 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) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Securities pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Administrative Agent in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) upon the occurrence and during the continuance of an Event of Default, unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to including the Pledged Securities directly to acquired by such Grantor after the Administrative AgentClosing Date) free and clear of any Lien thereon or affecting the title thereto (except for the Lien created by this Security Agreement).
Appears in 2 contracts
Sources: Security and Pledge Agreement (Luminent Mortgage Capital Inc), Security and Pledge Agreement (Luminent Mortgage Capital Inc)
Pledged Securities. Upon both (ai) Unless the occurrence and during the continuance of an Event of Default shall have occurred and be continuing (ii) either (a) the Loans becoming due and payable at their stated maturity and not paid, (b) the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent's intent to exercise its corresponding rights Loans being declared due and payable pursuant to Section 5.3(b), each Grantor shall be permitted to receive all dividends paid in respect of the Pledged Stock and all payments made in the ordinary course in respect of the Pledged Notes and all distributions in respect of the Pledge Partnership Interests and Pledged LLC Interests, to the extent permitted in the Credit Agreement, and to exercise all voting and corporate rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate right exercised or other action taken which, in the Administrative Agent's reasonable judgment, would materially impair the Collateral or which would be inconsistent with or result in any violation of any provision Article VII of the Credit Agreement, this Agreement or any other Loan Document.
(bc) If an Event Secured Party giving prior written notice to Pledgor of Default shall occur and be continuing and the Administrative Agent shall give notice of its Secured Party’s intent to exercise its rights under Section 6.02:
(a) All rights of Pledgor to receive the dividends, distributions and interest payments which it would otherwise be authorized to receive and retain pursuant to Section 4.02 shall cease, and all such rights to the relevant Grantor or Grantors, (i) the Administrative Agent shall thereupon become vested in Secured Party who shall thereupon have the sole right to receive any and all cash hold as Collateral such dividends, payments or other Proceeds paid in respect of the Pledged Securities distributions and make application thereof to the Obligations in such order as the Administrative Agent may determine, and (ii) any or all of the Pledged Securities shall be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (x) all voting, corporate and other rights pertaining to such Pledged Securities at any meeting of shareholders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any Issuer, or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it and except to the extent resulting from the gross negligence or willful misconduct of the Administrative Agentinterest payments, but the Administrative Agent Secured Party shall have no duty to any Grantor to exercise any receive and hold such rightdistributions, privilege or option dividends and interest payments and shall not be responsible for any failure to do so or delay in so doing.
(b) All distributions, dividends and interest payments which are received by Pledgor contrary to the provisions of this Section 6.06 shall be received in trust for the benefit of Secured Party, shall be segregated from other funds of Pledgor and shall be promptly paid over to Secured Party as Collateral in the same form as so received (with any necessary endorsement).
(c) Each Grantor hereby authorizes Secured Party may exercise any and instructs each Issuer all rights of conversion, exchange, subscription or any other rights, privileges or options pertaining to any of the Pledged 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 Interests upon the merger, consolidation, reorganization, recapitalization or other readjustment of any issuer of such Pledged Securities pledged Interests or upon the exercise by any such Grantor hereunder issuer or Secured Party of any right, privilege or option pertaining to (i) comply any of the Pledged Interests and in connection therewith, to deposit and deliver any and all of the Pledged Interests with any instruction committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by it from it, but Secured Party shall have no duty to exercise any of the Administrative Agent in writing that (x) states that an Event of Default has occurred aforesaid rights, privileges or options and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without shall not be responsible for any other failure to do so or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected delay in so complying, and (ii) upon the occurrence and during the continuance of an Event of Default, unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Pledged Securities directly to the Administrative Agentdoing.
Appears in 2 contracts
Sources: Pledge and Security Agreement (Duncan Dan L), Pledge and Security Agreement (Duncan Dan L)
Pledged Securities. (a) Unless After the occurrence of an Event of Default shall have occurred and be continuing and the Administrative Agent Default, if Lender shall have given notice to the relevant Grantor of the Administrative Agent's intent to exercise its corresponding rights pursuant to Section 5.3(b), each Grantor shall be permitted to receive all dividends paid in respect of the Pledged Stock and all payments made in the ordinary course in respect of the Pledged Notes and all distributions in respect of the Pledge Partnership Interests and Pledged LLC Interests, to the extent permitted in the Credit Agreement, and to exercise all voting and corporate rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate right exercised or other action taken which, in the Administrative Agent's reasonable judgment, would materially impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Document.
(b) If an Event of Default shall occur and be continuing and the Administrative Agent shall give notice of its intent to exercise such rights to the relevant Grantor or GrantorsBorrowers, (i) the Administrative Agent Lender shall have the right to receive any and all cash dividends, payments or other Proceeds proceeds paid in respect of the Pledged Securities and make application thereof to the Obligations in such the order as the Administrative Agent may determineset forth herein, and (ii) any or all of the Pledged Securities shall be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent Lender or its nominee may thereafter exercise (xA) all voting, consensual, corporate and other rights pertaining to such the Pledged Securities at any meeting of shareholders shareholders, partners or members, as the case may be, of the relevant Issuer or Issuers issuers of Pledged Securities or otherwise and (yB) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such the Pledged Securities as if it were the absolute owner thereof (including, without limitation, including the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any Issuer, or upon the exercise by any Grantor or the Administrative Agent issuer of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositarydepository, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent Lender may determine), all without liability except to account for property Property actually received by it and except to the extent resulting from the gross negligence or willful misconduct of the Administrative Agentit, but the Administrative Agent Lender shall have no duty to any Grantor Borrowers to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.
(b) In order to permit Lender to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder, (i) Borrowers shall promptly execute and deliver (or cause to be executed and delivered) to Lender all such proxies, dividend payment orders and other instruments as Lender may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, Borrowers hereby grants to Lender an irrevocable proxy to vote all or any part of the Pledged Securities and to exercise all of the rights, powers, privileges and remedies to which a holder of the Pledged Securities would be entitled, which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Securities on the record books of the issuer thereof) by any other Person (including the issuer of such Pledged Securities or any officer or agent thereof), after the occurrence of an Event of Default and which proxy shall only terminate upon the Full Payment of the Obligations.
(c) Each Grantor Borrowers hereby expressly authorizes and instructs each Issuer issuer of any Pledged Securities pledged hereunder by such Grantor hereunder Borrowers to (i) comply with any instruction received by it from the Administrative Agent Lender in writing that (xa) states that an Event of Default has occurred and is continuing and (yb) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such GrantorBorrowers, and each Grantor Borrowers agrees that each Issuer such issuer shall be fully protected in so complying, complying and (ii) upon the occurrence and during the continuance of an Event of Default, unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Pledged Securities directly to the Administrative AgentLender.
Appears in 1 contract
Pledged Securities. Upon the occurrence and during the continuance of an Event of Default:
(a) Unless an Event All rights of Default shall have occurred Pledgor to receive the dividends and interest payments that it would otherwise be continuing authorized to receive and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent's intent to exercise its corresponding rights retain pursuant to Section 5.3(b)4.02 shall cease, each Grantor shall be permitted to receive all dividends paid in respect of the Pledged Stock and all payments made such rights shall thereupon become vested in the ordinary course in respect of the Pledged Notes and all distributions in respect of the Pledge Partnership Interests and Pledged LLC Interests, to the extent permitted in the Credit Agreement, and to exercise all voting and corporate rights with respect to the Pledged Securities; provided, however, that no vote Collateral Agent who shall be cast or corporate right exercised or other action taken which, in the Administrative Agent's reasonable judgment, would materially impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Document.
(b) If an Event of Default shall occur and be continuing and the Administrative Agent shall give notice of its intent to exercise such rights to the relevant Grantor or Grantors, (i) the Administrative Agent shall thereupon have the sole right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities hold as Collateral such dividends and make application thereof to the Obligations in such order as the Administrative Agent may determine, and (ii) any or all of the Pledged Securities shall be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (x) all voting, corporate and other rights pertaining to such Pledged Securities at any meeting of shareholders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any Issuer, or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it and except to the extent resulting from the gross negligence or willful misconduct of the Administrative Agentinterest payments, but the Administrative Collateral Agent shall have no duty to any Grantor to exercise any receive and hold such right, privilege or option dividends and interest payments and shall not be responsible for any failure to do so or delay in so doing.
(b) All dividends and interest payments that are received by Pledgor contrary to the provisions of this Section 6.05 shall be received in trust for the benefit of the Collateral Agent on behalf of the Secured Parties, shall be segregated from other funds of Pledgor and shall be forthwith paid over to the Collateral Agent as Collateral in the same form as so received (with any necessary indorsement).
(c) Each Grantor hereby authorizes The Collateral Agent may exercise any and instructs each Issuer all rights of conversion, exchange, subscription or any other rights, privileges or options pertaining to any of the Pledged Securities as if it were the absolute owner thereof, including without limitation, the right to exchange at its discretion, any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other readjustment of any issuer of such Pledged Securities or upon the exercise by any such issuer or the Collateral Agent of any right, privilege or option pertaining to any of the Pledged Securities, and in connection therewith, to deposit and deliver any and all of the Pledged Securities with any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by it, but the Collateral Agent shall have no duty to exercise any of the aforesaid rights, privileges or options and shall not be responsible for any failure to do so or delay in so doing.
(d) If the issuer of any Pledged Securities pledged by such Grantor hereunder to (i) comply with any instruction received by it from is the Administrative Agent in writing that (x) states that an Event subject of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreementbankruptcy, without any other or further instructions from such Grantorinsolvency, and each Grantor agrees that each Issuer shall be fully protected in so complyingreceivership, and (ii) upon the occurrence and during the continuance of an Event of Default, unless otherwise expressly permitted hereby, pay any dividends custodianship or other payments proceedings under the supervision of any court or governmental agency or instrumentality, then all rights of Pledgor to exercise the voting and other consensual rights that Pledgor would otherwise be entitled to exercise pursuant to Section 4.09 with respect to the Pledged Securities directly issued by such issuer shall cease, and all such rights shall thereupon become vested in the Collateral Agent who shall thereupon have the sole right to exercise such voting and other consensual rights, but the Administrative AgentCollateral Agent shall have no duty to exercise any such voting or other consensual rights and shall not be responsible for any failure to do so or delay in so doing.
Appears in 1 contract
Pledged Securities. (a) Unless an Event If such Grantor shall become entitled to receive or shall receive any stock or other ownership certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent's intent to exercise its corresponding rights pursuant to Section 5.3(bcapital or any certificate issued in connection with any reorganization), each Grantor shall be permitted to receive all dividends paid option or rights in respect of the Pledged Stock and all payments made Equity Interest of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of or other ownership interests in the ordinary course Pledged Securities, or otherwise in respect thereof, such Grantor shall accept the same as the agent of the Secured Parties, hold the same in trust for the Secured Parties and deliver the same forthwith to the Administrative Agent in the exact form received, duly endorsed by such Grantor to the Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Grantor and with, if the Administrative Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Secured Obligations.
(b) In the event any Issuer of any Pledged Notes and all distributions in respect Partnership Interests or Pledged LLC Interests which are not securities (for purposes of the Pledge UCC) on the date hereof elects or otherwise takes any action to cause such Pledged Partnership Interests and or Pledged LLC InterestsInterests to be treated as securities for purposes of the UCC, such Grantor shall promptly (and in any event within 30 days thereof) take all steps necessary to establish the Administrative Agent’s “control” thereof.
(c) In the case of each Grantor which is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the extent permitted Pledged Securities issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Administrative Agent promptly in writing of the Credit Agreement, and to exercise all voting and corporate rights occurrence of any of the events described in Section 5.7(a) with respect to the Pledged Securities; providedSecurities issued by it and (iii) the terms of Sections 6.3(c) and 6.7 shall apply to it, howevermutatis mutandis, with respect to all actions that no vote shall may be cast required of it pursuant to Section 6.3(c) or corporate right exercised 6.7 with respect to the Pledged Securities issued by it. In addition, each Grantor which is either an Issuer or an owner of any Pledged Security hereby consents to the grant by each other action taken which, Grantor of the security interest hereunder in favor of the Administrative Agent's reasonable judgment, would materially impair Agent for the Collateral or which would be inconsistent with or result in any violation benefit of the Secured Parties and to the transfer of any provision of Pledged Security to the Credit Agreement, this Agreement Administrative Agent or any other Loan Document.
(b) If its nominee following an Event of Default shall occur and be continuing and the Administrative Agent shall give notice of its intent to exercise such rights to the relevant Grantor or Grantors, (i) the Administrative Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities and make application thereof to the Obligations in such order as the Administrative Agent may determine, and (ii) any or all of the Pledged Securities shall be registered in the name substitution of the Administrative Agent or its nomineenominee as a partner, and the Administrative Agent member or its nominee may thereafter exercise (x) all voting, corporate and other rights pertaining to such Pledged Securities at any meeting of shareholders shareholder of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the related Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any Issuer, or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it and except to the extent resulting from the gross negligence or willful misconduct of the Administrative Agent, but the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doingSecurity.
(c) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Securities pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Administrative Agent in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) upon the occurrence and during the continuance of an Event of Default, unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Pledged Securities directly to the Administrative Agent.
Appears in 1 contract
Sources: Guarantee and Collateral Agreement (EveryWare Global, Inc.)
Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent's intent to exercise its corresponding rights pursuant to Section 5.3(b), each Grantor shall be permitted to receive all dividends paid in respect All of the Pledged Stock Securities are duly authorized, validly issued, fully paid and all payments made in non-assessable, and are owned and held by the ordinary course in respect Pledgors, as applicable, free and clear of any Liens, other than those created pursuant to this Credit Agreement, the Seer P&A Facility Credit Agreement and the Subordinated Loan Agreement. There are no restrictions on the transfer of the Pledged Notes and all distributions in respect Securities other than as a result of the Pledge Partnership Interests and Pledged LLC Interests, to the extent permitted in the this Credit Agreement, the Seer P&A Facility Credit Agreement and to exercise all voting and corporate rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate right exercised or other action taken which, in the Administrative Agent's reasonable judgment, would materially impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Subordinated Loan Agreement or Applicable Law, including any other Loan Documentsecurities laws and the regulations promulgated thereunder. The Pledged Securities are owned by the Persons specified on Schedule 3.7(a).
(b) If an Event of Default shall occur and be continuing and the Administrative Agent shall give notice of its intent to exercise such rights to the relevant Grantor or Grantors, There are no (i) outstanding rights, warrants, options, conversion or similar rights currently outstanding with respect to, and no agreements to purchase or otherwise acquire, any shares of the Administrative Agent shall have the right to receive any and all cash dividends, payments capital stock or other Proceeds paid in respect Equity Interests of any issuer of any of the Pledged Securities and make application thereof to the Obligations in such order as the Administrative Agent may determineSecurities, and or (ii) securities or obligations of any kind convertible into any shares of the capital stock or all other Equity Interests of any issuer of any of the Pledged Securities shall be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (x) all voting, corporate and other rights pertaining to such Pledged Securities at any meeting of shareholders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any Issuer, or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it and except to the extent resulting from the gross negligence or willful misconduct of the Administrative Agent, but the Administrative Agent shall have no duty to any Grantor 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) Each Grantor hereby authorizes and instructs each Issuer Article 10 creates in favor of any Pledged Securities pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Administrative Agent in writing that (x) states that an Event on behalf of Default has occurred the Secured Parties), a valid, binding and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantorenforceable security interest in, and each Grantor agrees that each Issuer shall be fully protected Lien upon, all right, title and interest of the Pledgors in so complying, and (ii) upon the occurrence and during the continuance of an Event of Default, unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Pledged Securities directly Collateral and upon delivery to the Administrative AgentAgent of the definitive instruments (if any and subject to the Senior Intercreditor Agreement) representing all Pledged Securities, accompanied by undated stock powers (or any comparable document for non-corporate entities to the extent certificated), duly endorsed or executed in blank by the appropriate Pledgor, shall constitute a fully perfected first priority security interest and Lien upon all right, title and interest of the Pledgors in such Pledged Collateral if certificated, prior to all Liens and, if not so certificated, prior to all Liens other than Specified Permitted Encumbrances.
Appears in 1 contract
Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Collateral Agent (at the direction of the Required Purchasers) shall have given one (1) Business Day’s prior written notice to the relevant Grantor of the Administrative Collateral Agent's ’s intent to exercise its corresponding rights pursuant to Section 5.3(b)subsection (b) of this Section, each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Stock and all payments made Securities paid in the ordinary normal course in respect of business of the relevant Pledged Notes and all distributions in respect of the Pledge Partnership Interests and Pledged LLC InterestsSecurity Issuer, to the extent permitted in by the Credit Note Purchase Agreement, and to exercise all voting and corporate rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate right exercised or other action taken which, in the Administrative Agent's reasonable judgment, would materially impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Document.
(b) If an Event of Default shall occur and be continuing and continuing, then at any time in the Administrative Agent shall give Required Purchasers’ discretion, upon one (1) Business Day’s prior written notice of its intent to exercise such rights to the relevant Grantor or GrantorsGrantor, (i) the Administrative Agent Purchasers shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities and make application thereof to the Obligations in such order as accordance with Section 2.9(d) of the Administrative Agent may determineNote Purchase Agreement, and (ii) any or all of the Pledged Securities shall be registered in the name of the Administrative Collateral Agent or its nominee, and the Administrative Collateral Agent or its nominee (at the direction of the Required Purchasers) may thereafter exercise (x) all voting, corporate and other rights pertaining to such Pledged Securities at any meeting of shareholders (or other equivalent body) of the relevant Pledged Security Issuer or Pledged Security Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate organizational structure of any Pledged Security Issuer, or upon the exercise by any Grantor or the Administrative Collateral Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Collateral Agent (at the direction of the Required Purchasers) may determine), all without liability except to account for property actually received by it and except to the extent resulting from the gross negligence or willful misconduct of the Administrative Agentit, but neither the Administrative Collateral Agent nor the Purchasers shall have no any duty to any Grantor 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) Each Grantor hereby authorizes and instructs each Pledged Security Issuer of any Pledged Securities pledged by such Grantor hereunder (and each Pledged Security Issuer party hereto hereby agrees) to (i) comply with any instruction received by it from the Administrative Collateral Agent in writing that (xincluding any instruction to pay any dividends or other payments with respect to such Pledged Securities directly to the Purchasers or the Collateral Agent, as applicable), in each case, (i) states that after an Event of Default has occurred and is continuing and (yso long as the Purchasers have complied with the notice provisions of subsection (b) above) (ii) that is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Pledged Security Issuer shall be fully protected in so complying, and .
(iid) upon After the occurrence and during the continuance of an Event of Default, unless otherwise expressly permitted herebyupon notice to the relevant Grantor, pay if the Pledged Security Issuer of any dividends Pledged Securities is the subject of bankruptcy, insolvency, receivership, custodianship or other payments proceedings under the supervision of any Governmental Authority, then all rights of the Grantor in respect thereof to exercise the voting and other consensual rights which such Grantor would otherwise be entitled to exercise with respect to the Pledged Securities directly issued by such Pledged Security Issuer shall cease, and all such rights shall thereupon become vested in the Collateral Agent who shall thereupon have the sole right to exercise such voting and other consensual rights (at the Administrative Agentdirection of the Required Purchasers), but neither the Collateral Agent nor the Purchasers shall have any duty to exercise any such voting or other consensual rights and shall not be responsible for any failure to do so or delay in so doing.
Appears in 1 contract
Sources: First Lien Guaranty and Security Agreement (BioScrip, Inc.)
Pledged Securities. (a) Unless the automatic stay imposed by section 362 of the Bankruptcy Code is vacated as provided in the Financing Orders and the Credit Agreement following the occurrence and during the continuance of an Event of Default shall have occurred and be continuing and the Administrative Collateral Agent shall have given written notice to the relevant Grantor of the Administrative Collateral Agent's ’s intent to exercise its corresponding rights pursuant to Section 5.3(b6.3(b), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Stock Equity and all payments made in the ordinary course in respect of the Pledged Notes and all distributions in respect of the Pledge Partnership Interests and Pledged LLC Interests, to the extent permitted in the Credit Agreement, and to exercise all voting and corporate rights with respect to the Pledged Securities; provided, however, provided however that no vote shall be cast or corporate right exercised or other action taken which, in the Administrative Agent's reasonable judgment, would materially which could reasonably be expected to impair the Collateral or which would be inconsistent with or result in any violation of any provision of this Agreement, [the Financing Orders,] the Credit Agreement, this Agreement or any other Loan Document.
(b) If the automatic stay imposed by section 362 of the Bankruptcy Code has been vacated as provided in the Financing Orders and the Credit Agreement following the occurrence and during the continuance of an Event of Default shall occur and be continuing and the Collateral Agent, at the direction of the Administrative Agent shall give Agent, gives notice of its intent to exercise such rights to the relevant Grantor or Grantors, (i) the Administrative Collateral Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities and make application thereof to the Obligations in such the order as the Administrative Agent may determine, set forth in Section 6.5 and (ii) any or all of the Pledged Securities shall be registered in the name of the Administrative Collateral Agent or its nominee, and the Administrative Collateral Agent or its nominee may thereafter exercise (x) all voting, corporate and other rights pertaining to such Pledged Securities at any meeting of shareholders of the relevant Investment Property Issuer or Investment Property Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, including the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any Investment Property Issuer, or upon the exercise by any Grantor or the Administrative Collateral Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Collateral Agent may determine), all without liability except to account for property actually received by it and except to the extent resulting from the gross negligence or willful misconduct of the Administrative Agentit, but the Administrative Collateral Agent shall have no duty to any Grantor 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) Each Grantor hereby authorizes and instructs each Investment Property Issuer of any Pledged Securities pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Administrative Collateral Agent in writing that (x) states that the automatic stay imposed by section 362 of the Bankruptcy Code has been vacated as provided in the Financing Orders and the Credit Agreement following the occurrence and during the continuance of an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Investment Property Issuer shall be fully protected in so complying, complying and (ii) upon the occurrence and during the continuance of an Event of Default, unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Pledged Securities directly to the Administrative Collateral Agent, to the extent such dividend or payment to the relevant Grantor is prohibited under this Agreement or the Credit Agreement.
Appears in 1 contract
Pledged Securities. Subject, in each case, to the Intercreditor Agreement and the Collateral Trust Agreement, upon both (ax) Unless the occurrence and during the continuance of an Event of Default shall and (y) either (i) the Notes Obligations have occurred become due and be continuing payable at the end of their stated maturity and have not been paid, (ii) the Administrative Agent shall other Secured Obligations have become due at their stated maturity and have not been paid, (iii) the Notes Obligations have been declared due and payable pursuant to Article Seven of the Indenture, or (iv) Collateral Trustee has given notice to the relevant Grantor Pledgor of the Administrative Agent's Collateral Trustee’s intent to exercise its corresponding rights under Section 6.02:
(a) All rights of Pledgor to receive the dividends and interest payments which it would otherwise be authorized to receive and retain pursuant to Section 5.3(b)4.02 shall cease, each Grantor shall be permitted to receive all dividends paid in respect of the Pledged Stock and all payments made in the ordinary course in respect of the Pledged Notes and all distributions in respect of the Pledge Partnership Interests and Pledged LLC Interests, to the extent permitted in the Credit Agreement, and to exercise all voting and corporate rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate right exercised or other action taken which, in the Administrative Agent's reasonable judgment, would materially impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Document.
(b) If an Event of Default shall occur and be continuing and the Administrative Agent shall give notice of its intent to exercise such rights to the relevant Grantor or Grantors, (i) the Administrative Agent shall thereupon become vested in Collateral Trustee who shall thereupon have the sole right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities hold as Collateral such dividends and make application thereof to the Obligations in such order as the Administrative Agent may determine, and (ii) any or all of the Pledged Securities shall be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (x) all voting, corporate and other rights pertaining to such Pledged Securities at any meeting of shareholders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any Issuer, or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it and except to the extent resulting from the gross negligence or willful misconduct of the Administrative Agentinterest payments, but the Administrative Agent Collateral Trustee shall have no duty to any Grantor to exercise any receive and hold such right, privilege or option dividends and interest payments and shall not be responsible for any failure to do so or delay in so doing.
(b) All dividends and interest payments which are received by Pledgor contrary to the provisions of this Section 6.06 shall be received in trust for the benefit of Collateral Trustee, shall be segregated from other funds of Pledgor and shall be promptly paid over to Collateral Trustee as Collateral in the same form as so received (with any necessary endorsement).
(c) Each Grantor hereby authorizes Collateral Trustee may exercise any and instructs each Issuer all rights of any Pledged Securities pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Administrative Agent in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreementconversion, without exchange, subscription or any other rights, privileges or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) upon the occurrence and during the continuance options pertaining to any of an Event of Default, unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Pledged Securities directly as if it were the absolute owner thereof, including without limitation, the right to exchange at its discretion, any and all of the Administrative AgentPledged Securities upon the merger, consolidation, reorganization, recapitalization or other readjustment of any issuer of such Pledged Securities or upon the exercise by any such issuer or Collateral Trustee of any right, privilege or option pertaining to any of the Pledged Securities and in connection therewith, to deposit and deliver any and all of the Pledged Securities with any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by it, but Collateral Trustee shall have no duty to exercise any of the aforesaid rights, privileges or options and shall not be responsible for any failure to do so or delay in so doing.
Appears in 1 contract
Sources: Second Lien Pledge and Security Agreement (SM Energy Co)
Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent's ’s intent to exercise its corresponding rights pursuant to Section 5.3(b6.03(b), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Stock Securities and all payments made in the ordinary course in respect of the Pledged Notes and all distributions Notes, in respect each case paid in the normal course of business of the Pledge Partnership Interests relevant Issuer and Pledged LLC Interestsconsistent with past practice, to the extent permitted in the Credit Agreement, and to exercise all voting and corporate or other organizational rights with respect to the Pledged SecuritiesInvestment Property; provided, however, that no vote shall be cast or corporate or other organizational right exercised or other action taken which, in the Administrative Agent's ’s reasonable judgment, would materially impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Document.
(b) If an Event of Default shall occur and be continuing and the Administrative Agent shall give notice of its intent to exercise such rights to the relevant Grantor or Grantors, during the pendancy of such Event of Default, subject to the Intercreditor Agreement (i) the Administrative Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities Investment Property and make application thereof to the Obligations in such order as the Administrative Agent may determine, and (ii) any or all of the Pledged Securities Investment Property shall be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter and during the pendancy of such Default exercise (xA) all voting, corporate and other rights pertaining to such Pledged Securities Investment Property at any meeting of shareholders of the relevant Issuer or Issuers or otherwise and (yB) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities Investment 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 Securities Investment Property upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other organizational structure of any Issuer, or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Pledged SecuritiesInvestment Property, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities Investment Property with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it and except to the extent resulting from the gross negligence or willful misconduct of the Administrative Agentit, but the Administrative Agent shall have no duty to any Grantor 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) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Securities Investment Property pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Administrative Agent in writing that (xA) states that an Event of Default has occurred and is continuing and (yB) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) upon the occurrence and during the continuance of an Event of Default, unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Pledged Securities Investment Property directly to the Administrative Agent.
Appears in 1 contract
Sources: Guaranty and Second Lien Collateral Agreement (Rex Energy Corp)
Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor Borrower and Guarantors of the Administrative Agent's intent to exercise its corresponding rights pursuant to Section 5.3(bSubsection 5.1(b), each Grantor Borrower shall be permitted to receive all dividends distributions paid in respect of the Pledged Stock and all payments made in the ordinary course in respect of the Pledged Notes Notes. Unless an Event of Default shall have occurred and all distributions in respect be continuing and Administrative Agent shall have given notice to Borrower and Guarantors of the Pledge Partnership Interests and Pledged LLC InterestsAdministrative Agent's intent to exercise its corresponding rights pursuant to Subsection 5.1(b), to the extent Borrower shall be permitted in the Credit Agreement, and to exercise all voting and corporate rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate right exercised or other action taken which, in the Administrative Agent's reasonable judgment, would materially impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement Agreement, or any other Loan Document.
(b) If an Event of Default shall occur and be continuing and the Administrative Agent shall give deliver written notice (which notice need not be given during the continuation of any Event of Default described in Subsections 8.01 (g) or (h) of the Credit Agreement) of its intent to exercise such rights to the relevant Grantor or GrantorsBorrower and Guarantors, (i) the Administrative Agent shall have the right to receive any and all cash dividends, payments payments, or other Proceeds paid in respect of the Pledged Securities and make application thereof to the Borrower Obligations and Guarantor Obligations in such order as the Administrative Agent may determine. If an Event of Default shall have occurred and be continuing and Administrative Agent shall deliver written notice (which notice need not be given during the continuation of any Event of Default described in Subsections 8.01 (g) or (h) of the Credit Agreement) of its intent to exercise such rights to Borrower and Guarantors, and (ii) any or all of the Pledged Securities shall be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (xi) all voting, corporate corporate, and other rights pertaining to such Pledged Securities at any meeting of shareholders of the relevant Issuer or Issuers or otherwise and (yii) any and all rights of conversion, exchange and exchange, subscription and any other rights, privileges privileges, or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization recapitalization, or other fundamental change in the corporate structure of any Issuer, or upon the exercise by any Grantor Borrower, Guarantors, or the Administrative Agent of any right, privilege privilege, or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar registrar, or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it and except to the extent resulting from the gross negligence or willful misconduct of the Administrative Agentit, but the Administrative Agent shall have no duty to any Grantor Borrower or Guarantors to exercise any such right, privilege privilege, or option and shall not be responsible for any failure to do so or delay in so doing.
(c) Each Grantor Borrower and Guarantors hereby authorizes authorize and instructs instruct each Issuer of any Pledged Securities pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Administrative Agent in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such GrantorBorrower or Guarantors, and each Grantor agrees Borrower and Guarantors agree that each Issuer shall be fully protected in so complying, and (ii) upon the occurrence and during the continuance of an Event of Default, unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Pledged Securities directly to the Administrative Agent.
Appears in 1 contract
Pledged Securities. (a) Unless an So long as no Event of Default shall have occurred and be continuing continuing:
(i) The Debtors shall be entitled to exercise any and the Administrative Agent shall have given notice all voting and other consensual rights pertaining to the relevant Grantor Pledged Securities or any part thereof for any purpose not inconsistent with the terms of this Security Agreement or the Transaction Documents; provided, however, that the Debtors shall not exercise or refrain from exercising any such right if such action would have a material adverse effect on the value of the Administrative Agent's intent Pledged Securities or any part thereof; and provided further that the Debtors shall give the Collateral Agent at least five days’ prior written notice of the manner in which it intends to exercise its corresponding rights pursuant to Section 5.3(b)exercise, each Grantor or the reasons for refraining from exercising, any such right.
(ii) The Debtors shall be permitted entitled to receive and retain any and all dividends and interest paid in respect of the Pledged Stock and all payments made in the ordinary course in respect of the Pledged Notes and all distributions in respect of the Pledge Partnership Interests and Pledged LLC Interests, to the extent permitted in the Credit Agreement, and to exercise all voting and corporate rights with respect to the Pledged Securities; provided, however, that no vote any and all
(A) (I) dividends and other distributions paid or payable in cash in respect of any Pledged Securities in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus, (II) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, any Pledged Securities or (III), cash dividends resulting from transactions outside the ordinary course of business, shall be cast or corporate right exercised or other action taken whichused to prepay first the 2008 Note and the 2007 Notes on a parri passu basis, and then the 2006 Notes (on a pro rata basis based on the Principal Amount (as defined in the Administrative Agent's reasonable judgment2008 Note, would materially impair 2006 Notes, and 2007 Notes, as applicable) outstanding on each such Note), or
(B) dividends and interest paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Securities shall be, and shall be forthwith delivered to the Collateral or which would Agent to hold as, Collateral and shall, if received by the Debtors, be inconsistent with or result received in any violation of any provision trust for the benefit of the Credit Secured Parties, be segregated from the other property or funds of the Debtors and be forthwith delivered to the Collateral Agent as Collateral in the same form as so received (with any necessary endorsement). The Debtors, promptly upon the request of the Collateral Agent, shall execute such documents and do such acts as may be necessary or desirable in the reasonable judgment of the Collateral Agent to give effect to this Section 7(a)(ii).
(iii) The Debtors shall deliver to the Collateral Agent any distribution consisting of Subsidiary Securities or Further Securities immediately upon receipt, together with executed stock powers and corporate resolutions authorizing the transfer of title of such shares after an Event of Default pursuant to the terms of this Security Agreement, this Agreement .
(iv) The Collateral Agent shall execute and deliver (or any cause to be executed and delivered) to the Debtors all such proxies and other Loan Documentinstruments as Debtors may reasonably request for the purpose of enabling the Debtors to exercise the voting and other rights that it is entitled to exercise pursuant to clause (i) above and to receive the dividends or interest payments that it is authorized to receive and retain pursuant to clause (ii) above.
(b) If an Event of Default shall occur and be continuing and the Administrative Agent shall give notice of its intent to exercise such rights to the relevant Grantor or Grantors, (i) the Administrative Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities and make application thereof to the Obligations in such order as the Administrative Agent may determine, and (ii) any or all of the Pledged Securities shall be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (x) all voting, corporate and other rights pertaining to such Pledged Securities at any meeting of shareholders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any Issuer, or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it and except to the extent resulting from the gross negligence or willful misconduct of the Administrative Agent, but the Administrative Agent shall have no duty to any Grantor 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) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Securities pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Administrative Agent in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) upon Upon the occurrence and during the continuance of an Event of Default:
(i) All rights of Debtors (x) to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 7(a)(i) shall, unless upon notice to Debtors by the Secured Parties, cease and (y) to receive the dividends and interest payments that it would otherwise expressly permitted herebybe authorized to receive and retain pursuant to Section 7(a)(ii) shall automatically cease, pay any dividends and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rights and to receive and hold as Pledged Securities such dividends, interest payments and other distributions. For the avoidance of doubt, the Collateral Agent is hereby granted an irrevocable proxy coupled with an interest to exercise all voting power with respect to the Pledged Subsidiary Securities directly and/or the Further Securities, effective upon the occurrence of an Event of Default.
(ii) All dividends, interest payments and other distributions that are received by the Debtors contrary to the Administrative Agentprovisions of clause (i) of this Section 7(b) shall be received in trust for the benefit of the Secured Parties, shall be segregated from other funds of Debtors and shall be forthwith paid over to the Collateral Agent as Collateral in the same form as so received (with any necessary endorsement).
Appears in 1 contract
Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent Trustee shall have given notice to the relevant Grantor of the Administrative Agent's Trustee’s intent to exercise its corresponding rights pursuant to Section 5.3(b6.03(b), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Stock Securities and all payments made in the ordinary course in respect of the Pledged Notes and all distributions Notes, in respect each case paid in the normal course of business of the Pledge Partnership Interests relevant Issuer and Pledged LLC Interestsconsistent with past practice, to the extent permitted in the Credit AgreementIndenture, and to exercise all voting and corporate or other organizational rights with respect to the Pledged SecuritiesInvestment Property; provided, however, that no vote shall be cast or corporate or other organizational right exercised or other action taken which, in the Administrative Agent's Trustee’s reasonable judgment, would materially impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit AgreementIndenture, this Agreement or any other Loan Note Document.
(b) If Subject to the Intercreditor Agreement, if an Event of Default shall occur and be continuing and the Administrative Agent Trustee shall give notice of its intent to exercise such rights to the relevant Grantor or Grantors, during the pendancy of such Event of Default, (i) the Administrative Agent Trustee shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities Investment Property and make application thereof to the Obligations in such order as the Administrative Agent Trustee may determine, and (ii) any or all of the Pledged Securities Investment Property shall be registered in the name of the Administrative Agent Trustee or its nominee, and the Administrative Agent Trustee or its nominee may thereafter and during the pendancy of such Event of Default exercise (xA) all voting, corporate and other rights pertaining to such Pledged Securities Investment Property at any meeting of shareholders of the relevant Issuer or Issuers or otherwise and (yB) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities Investment 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 Securities Investment Property upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other organizational structure of any Issuer, or upon the exercise by any Grantor or the Administrative Agent Trustee of any right, privilege or option pertaining to such Pledged SecuritiesInvestment Property, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities Investment Property with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent Trustee may determine), all without liability except to account for property actually received by it and except to the extent resulting from the gross negligence or willful misconduct of the Administrative Agentit, but the Administrative Agent Trustee shall have no duty to any Grantor 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) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Securities Investment Property pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Administrative Agent Trustee in writing that (xA) states that an Event of Default has occurred and is continuing and (yB) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) upon the occurrence and during the continuance of an Event of Default, unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Pledged Securities Investment Property directly to the Administrative AgentTrustee.
Appears in 1 contract
Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent's ’s intent to exercise its corresponding rights pursuant to Section 5.3(b6.03(b), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Stock Securities and all payments made in the ordinary course in respect of the Pledged Notes and all distributions Notes, in respect each case paid in the normal course of business of the Pledge Partnership Interests relevant Issuer and Pledged LLC Interestsconsistent with past practice, to the extent permitted in the Credit Agreement, and to exercise all voting and corporate or other organizational rights with respect to the Pledged SecuritiesInvestment Property; provided, however, that no vote shall be cast or corporate or other organizational right exercised or other action taken which, in the Administrative Agent's reasonable judgment, which would materially impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Document.
(b) If an Event of Default shall occur and be continuing and the Administrative Agent shall give notice of its intent to exercise such rights to the relevant Grantor or Grantors, (i) the Administrative Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities Investment Property and make application thereof to the Obligations in such order as the Administrative Agent may determine, and (ii) any or all of the Pledged Securities Investment Property shall be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (xA) all voting, corporate and other rights pertaining to such Pledged Securities Investment Property at any meeting of shareholders of the relevant Issuer or Issuers or otherwise and (yB) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities Investment 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 Securities Investment Property upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other organizational structure of any Issuer, or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Pledged SecuritiesInvestment Property, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities Investment Property with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it and except to the extent resulting from the gross negligence or willful misconduct of the Administrative Agentit, but the Administrative Agent shall have no duty to any Grantor 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) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Securities Investment Property pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Administrative Agent in writing that (xA) states that an Event of Default has occurred and is continuing and (yB) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) upon the occurrence and during the continuance of an Event of Default, unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Pledged Securities Investment Property directly to the Administrative Agent.
Appears in 1 contract
Sources: Guaranty and Collateral Agreement (Petro Resources Corp)
Pledged Securities. Upon termination of all loans and commitments under the Senior Revolving Credit Documents:
(a) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor Pledgor of the Administrative Agent's ’s intent to exercise its corresponding rights pursuant to Section 5.3(b6.02(b), each Grantor Pledgor shall be permitted to receive all cash dividends paid in respect of the Pledged Stock and all payments made Securities paid in the ordinary normal course in respect of business of the Pledged Notes and all distributions in respect of the Pledge Partnership Interests and Pledged LLC Interestsrelevant Issuer (other than liquidating or distributing dividends), to the extent permitted in the Credit Agreement, and to exercise all voting voting, consent and corporate corporate, partnership or limited liability rights with respect to the Pledged Securities; provided, however, that no vote shall be cast cast, consent given or corporate right exercised or other action taken which, in the Administrative Agent's reasonable judgment, by such Pledgor that would materially impair the Collateral or which would Collateral, be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan DocumentDocument or, without the prior consent of the Administrative Agent and the Lenders, enable or permit any issuer of Pledged Securities to issue any Equity Interest or to issue any other securities convertible into or granting the right to purchase or exchange for any Equity Interest of any issuer of Pledged Securities other than as permitted by the Credit Agreement. Any sums paid upon or in respect of any Pledged Securities upon the liquidation or dissolution of any issuer of any Pledged Securities, any distribution of capital made on or in respect of any Pledged Securities or any property distributed upon or with respect to any Pledged Securities pursuant to the recapitalization or reclassification of the capital of any issuer of Pledged Securities or pursuant to the reorganization thereof shall, unless otherwise subject to a perfected security interest in favor of the Administrative Agent, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations. If any sum of money or property so paid or distributed in respect of any Pledged Securities shall be received by such Pledgor, such Pledgor shall, until such money or property is paid or delivered to the Administrative Agent, hold such money or property in trust for the Administrative Agent, segregated from other funds of such Pledgor, as additional security for the Obligations.
(b) If Upon the occurrence and during the continuance of an Event of Default shall occur and be continuing and Default, upon notice by the Administrative Agent shall give notice of its intent to exercise such rights to the relevant Grantor Pledgor or GrantorsPledgors, (i) the Administrative Agent shall have the right to receive any and all cash dividends, payments payments, Property or other Proceeds paid in respect of the Pledged Securities and make application thereof to the Borrower Obligations in such order as accordance with Section 10.02(c) of the Administrative Agent may determineCredit Agreement, and (ii) any or all of the Pledged Securities shall be registered in the name of the Administrative Agent or its nominee, and (iii) the Administrative Agent or its nominee may thereafter exercise (xA) all voting, corporate consent, corporate, partnership or limited liability and other rights pertaining to such Pledged Securities at any meeting of shareholders shareholders, partners or members (or other equivalent body) of the relevant Issuer or Issuers or otherwise and (yB) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate organizational structure of any Issuer, or upon the exercise by any Grantor Pledgor or the Administrative Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property Property actually received by it and except to the extent resulting from the gross negligence or willful misconduct of the Administrative Agentit, but the Administrative Agent shall have no duty to any Grantor 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) In order to permit the Administrative Agent to exercise the voting and other consensual rights that it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that it may be entitled to receive hereunder, (i) each Pledgor shall promptly execute and deliver (or cause to be executed and delivered) to the Administrative Agent all such proxies, dividend payment orders and other instruments as the Administrative Agent may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, such Pledgor hereby grants to the Administrative Agent an irrevocable proxy to vote all or any part of the Pledged Securities and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Securities would be entitled (including giving or withholding written consents of shareholders, partners or members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Securities on the record books of the Issuer thereof) by any other Person (including the Issuer of such Pledged Securities or any officer or agent thereof) upon the occurrence and during the continuance of an Event of Default and which proxy shall only terminate upon the payment in full in cash of the Obligations.
(d) Each Grantor Pledgor hereby authorizes and instructs each Issuer of any Pledged Securities pledged by such Grantor Pledgor hereunder to (i) comply with any instruction received by it from the Administrative Agent in writing that (xA) states that an Event of Default has occurred and is continuing and (yB) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such GrantorPledgor, and each Grantor Pledgor agrees that each Issuer shall be fully protected in so complying, and (ii) upon the occurrence and during the continuance of an Event of Default, unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Pledged Securities directly to the Administrative Agent.
(e) Upon the occurrence and during the continuance of an Event of Default, if the Issuer of any Pledged Securities is the subject of bankruptcy, insolvency, receivership, custodianship or other proceedings under the supervision of any Governmental Authority, then all rights of the Pledgor in respect thereof to exercise the voting and other consensual rights which such Pledgor would otherwise be entitled to exercise with respect to the Pledged Securities issued by such Issuer shall cease, and all such rights shall thereupon become vested in the Administrative Agent who shall thereupon have the sole right to exercise such voting and other consensual rights, but the Administrative Agent shall have no duty to exercise any such voting or other consensual rights and shall not be responsible for any failure to do so or delay in so doing.
Appears in 1 contract
Sources: Second Lien Guarantee and Collateral Agreement (Parallel Petroleum Corp)
Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Collateral Agent shall have given notice to the relevant Grantor of the Administrative Collateral Agent's ’s intent to exercise its corresponding rights pursuant to Section 5.3(b6.3(b), each Grantor shall be permitted to receive all cash dividends and other distributions paid in respect of the Pledged Stock and all payments made in the ordinary course in respect of the Pledged Notes and all distributions in respect of the Pledge Partnership Interests and Pledged LLC Interests, to the extent permitted in the Credit Agreement, and to exercise all voting and corporate rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate right exercised or other action taken which, in the Administrative Agent's reasonable judgment, would materially impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Document.
(b) If an Event of Default shall occur and be continuing and the Administrative Collateral Agent shall give notice of its intent to exercise such rights to the relevant Grantor or GrantorsGrantors (which notice shall not be required if an Event of Default under Section 8.1(f) of the Credit Agreement shall have occurred and be continuing), (i) the Administrative Collateral Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities and make application thereof to the Obligations in such the order as the Administrative Agent may determine, set forth in Section 6.6 and (ii) any or all of the Pledged Securities shall be registered in the name of the Administrative Collateral Agent or its nominee, and the Administrative Collateral Agent or its nominee may thereafter exercise (x) all voting, corporate and other rights pertaining to such Pledged Securities at any meeting of shareholders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, including the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any Issuer, or upon the exercise by any Grantor or the Administrative Collateral Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Collateral Agent may reasonably determine), all without liability (except to account for property actually received by it and except to the extent liabilities resulting from the gross negligence or willful misconduct of the Administrative Collateral Agent) except to account for property actually received by it, but the Administrative Collateral Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doingdoing unless the Collateral Agent has given notice of its intent to exercise as set forth above.
(c) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Securities pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Administrative Agent in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) upon the occurrence and during the continuance of an Event of Default, unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Pledged Securities directly to the Administrative Agent.
Appears in 1 contract
Sources: First Lien Guarantee and Collateral Agreement (Engility Holdings, Inc.)
Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent's ’s intent to exercise its corresponding rights pursuant to Section 5.3(b7.01(b), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Stock and all payments made Securities paid in the ordinary normal course in respect of business of the Pledged Notes and all distributions in respect of the Pledge Partnership Interests and Pledged LLC Interestsrelevant Issuer, to the extent permitted in the Credit Agreement, and to exercise all voting and corporate rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate right exercised or other action taken which, in the Administrative Agent's reasonable judgment, would materially impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Document.
(b) If an Event of Default shall occur and be continuing and continuing, then at any time in the Administrative Agent shall give notice of its intent to exercise such rights to the relevant Grantor or GrantorsAgent’s discretion without notice, (i) the Administrative Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities and make application thereof to the Secured Obligations in such order as accordance with Section 10.02 of the Administrative Agent may determineCredit Agreement, and (ii) any or all of the Pledged Securities shall be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (x) all voting, corporate and other rights pertaining to such Pledged Securities at any meeting of shareholders (or other equivalent body) of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate organizational structure of any Issuer, or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it and except to the extent resulting from the gross negligence or willful misconduct of the Administrative Agentit, but the Administrative Agent shall have no duty to any Grantor 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) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Securities pledged by such Grantor hereunder (and each Issuer party hereto hereby agrees) to (i) comply with any instruction received by it from the Administrative Agent in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) upon the occurrence and during the continuance of an Event of Default, unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Pledged Securities directly to the Administrative Agent.
(d) After the occurrence and during the continuation of an Event of Default, if the Issuer of any Pledged Securities is the subject of bankruptcy, insolvency, receivership, custodianship or other proceedings under the supervision of any Governmental Authority, then all rights of the Grantor in respect thereof to exercise the voting and other consensual rights which such Grantor would otherwise be entitled to exercise with respect to the Pledged Securities issued by such Issuer shall cease, and all such rights shall thereupon become vested in the Administrative Agent who shall thereupon have the sole right to exercise such voting and other consensual rights, but the Administrative Agent shall have no duty to exercise any such voting or other consensual rights and shall not be responsible for any failure to do so or delay in so doing.
Appears in 1 contract
Sources: Guarantee and Collateral Agreement (Halcon Resources Corp)
Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Collateral Agent shall have given notice to the relevant Grantor of the Administrative Collateral Agent's ’s intent to exercise its corresponding rights pursuant to Section 5.3(b6.3(b), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Stock and all payments made in the ordinary course in respect of the Pledged Notes and all distributions Notes, in respect each case paid in the normal course of business of the Pledge Partnership Interests relevant Issuer and Pledged LLC Interestsconsistent with past practice, to the extent permitted in the Credit Agreement, and to exercise all voting and corporate rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate right exercised or other action taken which, in the Administrative Agent's reasonable judgment, would materially impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Document.
(b) If an Event of Default shall occur and be continuing and the Administrative Collateral Agent shall give notice of its intent to exercise such rights to the relevant Grantor or Grantors, (i) the Administrative Collateral Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities and make application thereof to the Obligations in such order as the Administrative Collateral Agent may determinedetermine in accordance with the Loan Documents, and (ii) any or all of the Pledged Securities shall be registered in the name of the Administrative Collateral Agent or its nominee, and the Administrative Collateral Agent or its nominee may thereafter exercise (x) all voting, corporate and other rights pertaining to such Pledged Securities at any meeting of shareholders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any Issuer, or upon the exercise by any Grantor or the Administrative Collateral Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Collateral Agent may determine), all without liability except to account for property actually received by it and except to the extent resulting from the gross negligence or willful misconduct of the Administrative Agentit, but the Administrative Collateral Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. Without limiting the foregoing, with respect to the Danish Demand Note and the Danish Pledge Agreement the Collateral Agent shall have the right to exercise all rights and remedies of DPC Investment thereunder if an Event of Default shall occur and be continuing and the Collateral Agent shall give notice of its intent to exercise such rights to the relevant Grantor or Grantors.
(c) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Securities pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Administrative Collateral Agent in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) upon the occurrence and during the continuance of an Event of Default, unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Pledged Securities directly to the Administrative Collateral Agent.
Appears in 1 contract
Sources: Credit Agreement (Doane Pet Care Co)
Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuing and the CDN Administrative Agent shall have given notice to the relevant Grantor of the CDN Administrative Agent's intent to exercise its corresponding rights pursuant to Section 5.3(b6.3(b), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Stock and all payments made in the ordinary course in respect of the Pledged Notes and all distributions in respect of the Pledge Partnership Interests and Pledged LLC Interests, to the extent permitted in the Credit Agreement, and to exercise all voting and corporate rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate right exercised or other action taken which, in the Administrative Agent's reasonable judgment, would materially impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Document.
(b) If an Event of Default shall occur and be continuing and the CDN Administrative Agent shall give notice of its intent to exercise such rights to the relevant Grantor or Grantors, (i) unless otherwise provided in the Credit Agreement, the CDN Administrative Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities and make application thereof to the Obligations in such the order as the Administrative Agent may determineset forth in Section 6.5, and (ii) any or all of the Pledged Securities shall shall, at the sole discretion of the CDN Administrative Agent, be registered in the name of the CDN Administrative Agent or its nominee, and the CDN Administrative Agent or its nominee may thereafter exercise (x) all voting, corporate and other rights pertaining to such Pledged Securities at any meeting of shareholders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, amalgamation, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any Issuer, or upon the exercise by any Grantor or the CDN Administrative Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the CDN Administrative Agent may determine), all without liability except to account for property actually received by it and except to the extent resulting from the gross negligence or willful misconduct of the Administrative Agentit, but the CDN Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doingdoing unless the CDN Administrative Agent has given notice of its intent to exercise as set forth above. For greater certainty, nothing in this Agreement shall be construed to subject the CDN Administrative Agent, the Administrative Agent or any CDN Lender to liability as a member or owner of any Issuer nor shall the CDN Administrative Agent, the Administrative Agent or any CDN Lender be deemed to have assumed any obligations under any operating agreement, subscription agreement, keep-well agreement, shareholder agreement, partnership or similar agreement relating to the Pledged Stock or otherwise.
(c) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Securities pledged by such Grantor hereunder to (i) comply with any instruction received by it from the CDN Administrative Agent in writing that (x) states that an Event of Default has occurred and is continuing continuing, and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) upon the occurrence and during the continuance of an Event of Default, unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Pledged Securities directly to the Administrative Agent.
Appears in 1 contract
Sources: Guarantee and Collateral Agreement (Cogent Management Inc)
Pledged Securities. Upon the occurrence and during the continuance of an Event of Default:
(a) Unless an Event All rights of Default shall have occurred Pledgor to receive the dividends and interest payments that it would otherwise be continuing authorized to receive and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent's intent to exercise its corresponding rights retain pursuant to Section 5.3(b)4.02 shall cease, each Grantor shall be permitted to receive all dividends paid in respect of the Pledged Stock and all payments made such rights shall thereupon become vested in the ordinary course in respect of the Pledged Notes and all distributions in respect of the Pledge Partnership Interests and Pledged LLC Interests, to the extent permitted in the Credit Agreement, and to exercise all voting and corporate rights with respect to the Pledged Securities; provided, however, that no vote Collateral Agent who shall be cast or corporate right exercised or other action taken which, in the Administrative Agent's reasonable judgment, would materially impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Document.
(b) If an Event of Default shall occur and be continuing and the Administrative Agent shall give notice of its intent to exercise such rights to the relevant Grantor or Grantors, (i) the Administrative Agent shall thereupon have the sole right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities hold as Collateral such dividends and make application thereof to the Obligations in such order as the Administrative Agent may determine, and (ii) any or all of the Pledged Securities shall be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (x) all voting, corporate and other rights pertaining to such Pledged Securities at any meeting of shareholders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any Issuer, or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it and except to the extent resulting from the gross negligence or willful misconduct of the Administrative Agentinterest payments, but the Administrative Collateral Agent shall have no duty to any Grantor to exercise any receive and hold such right, privilege or option dividends and interest payments and shall not be responsible for any failure to do so or delay in so doing.
(b) All dividends and interest payments that are received by Pledgor contrary to the provisions of this Section 6.06 shall be received in trust for the benefit of the Collateral Agent on behalf of the Secured Parties, shall be segregated from other funds of Pledgor and shall be forthwith paid over to the Collateral Agent as Collateral in the same form as so received (with any necessary indorsement).
(c) Each Grantor hereby authorizes The Collateral Agent may exercise any and instructs each Issuer all rights of conversion, exchange, subscription or any other rights, privileges or options pertaining to any of the Pledged Securities as if it were the absolute owner thereof, including without limitation, the right to exchange at its discretion, any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other readjustment of any issuer of such Pledged Securities or upon the exercise by any such issuer or the Collateral Agent of any right, privilege or option pertaining to any of the Pledged Securities, and in connection therewith, to deposit and deliver any and all of the Pledged Securities with any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by it, but the Collateral Agent shall have no duty to exercise any of the aforesaid rights, privileges or options and shall not be responsible for any failure to do so or delay in so doing.
(d) If the issuer of any Pledged Securities pledged by such Grantor hereunder to (i) comply with any instruction received by it from is the Administrative Agent in writing that (x) states that an Event subject of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreementbankruptcy, without any other or further instructions from such Grantorinsolvency, and each Grantor agrees that each Issuer shall be fully protected in so complyingreceivership, and (ii) upon the occurrence and during the continuance of an Event of Default, unless otherwise expressly permitted hereby, pay any dividends custodianship or other payments proceedings under the supervision of any court or governmental agency or instrumentality, then all rights of Pledgor to exercise the voting and other consensual rights that Pledgor would otherwise be entitled to exercise pursuant to Section 4.07 with respect to the Pledged Securities directly issued by such issuer shall cease, and all such rights shall thereupon become vested in the Collateral Agent who shall thereupon have the sole right to exercise such voting and other consensual rights, but the Administrative AgentCollateral Agent shall have no duty to exercise any such voting or other consensual rights and shall not be responsible for any failure to do so or delay in so doing.
Appears in 1 contract
Pledged Securities. (a) Unless (i) an Event of Default shall have occurred and be continuing under the Credit Agreement and (ii) the Administrative Collateral Agent shall have given notice to the relevant Grantor of the Administrative Collateral Agent's ’s intent to exercise its corresponding rights pursuant to Section 5.3(b6.3(b), each Grantor shall be permitted to receive all cash dividends or distributions or other amounts paid in respect of the Pledged Stock and all payments made in the ordinary course in respect of the Pledged Notes and Stock, all distributions in respect of the Pledge Pledged Partnership Interests and Pledged LLC InterestsInterests and all payments made in respect of the Pledged Notes, in each case paid in the normal course of business of the relevant Issuer and consistent with past practice, to the extent permitted in the Credit Agreement, and to exercise all voting and corporate and partnership rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate or partnership right exercised or other action taken which, in the Administrative Collateral Agent's ’s reasonable judgment, would materially impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Credit Document.
(b) If (i) an Event of Default shall occur and be continuing under the Credit Agreement and (ii) the Administrative Collateral Agent shall give notice of its intent to exercise such rights to the relevant Grantor or Grantors, without further order of the Bankruptcy Court, (i1) the Administrative Collateral Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities and make application thereof to the Obligations in such order as the Administrative Collateral Agent may determine, and (ii2) any or all of the Pledged Securities shall be registered in the name of the Administrative Collateral Agent or its nominee, and the Administrative Collateral Agent or its nominee may thereafter exercise (x) all voting, corporate corporate, partnership and other rights pertaining to such Pledged Securities at any meeting of shareholders or partners (as the case may be) of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or partnership structure (as the case may be) of any Issuer, or upon the exercise by any Grantor or the Administrative Collateral Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Collateral Agent may determine), all without liability except to account for property actually received by it and except to the extent resulting from the gross negligence or willful misconduct of the Administrative Agentit, but the Administrative Collateral Agent shall have no duty to any Grantor 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) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Securities pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Administrative Collateral Agent in writing that (x) states that an Event of Default under the Credit Agreement has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) upon the occurrence and during the continuance of an Event of Default, unless otherwise expressly permitted hereby, pay any dividends dividends, distributions or other payments with respect to the Pledged Securities directly to the Administrative Collateral Agent.
(d) In the case of each Grantor which is a general partner or member in any Person which has issued equity interests constituting Pledged Security, such Grantor consents to (a) the grant of a security interest and lien in the Pledged Security, (b) the subsequent assignment or transfer by the Collateral Agent of such Pledged Security and (c) the sale, foreclosure or other realization upon any of the Collateral, in each case in connection with asserting its rights and remedies in accordance with the terms herein.
(e) After any and all Events of Default have been cured or waived in accordance with the Credit Agreement, each Grantor shall automatically have the right to (i) exercise the voting, managerial and other consensual rights and powers that it would otherwise be entitled to pursuant to this Agreement, and (ii) receive the payments, proceeds, dividends, distributions, monies, compensation, property, assets, instruments or rights which it would be authorized to receive and retain pursuant to this Agreement. Upon the written request of any Grantor, and with reasonable promptness after such cure or waiver and receipt of such written notice, the Collateral Agent shall repay and deliver to such Grantor all cash and monies delivered to the Collateral Agent in accordance with the terms of this Agreement that such Grantor is entitled to retain absent an Event of Default that was not applied in accordance with the Credit Agreement.
Appears in 1 contract
Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent's intent to exercise its corresponding rights pursuant to Section 5.3(b6.3(b), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Stock and all payments made in the ordinary course in respect of the Pledged Notes and all distributions Notes, in respect each case paid in the normal course of business of the Pledge Partnership Interests relevant Issuer and Pledged LLC Interestsconsistent with past practice, to the extent permitted in the Credit Agreement, and to exercise all voting and corporate rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate or other ownership right exercised or other action taken which, in the Administrative Agent's reasonable judgment, would materially impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Document.
(b) If an Event of Default shall occur and be continuing and the Administrative Agent shall give notice of its intent to exercise such rights to the relevant Grantor or Grantors, (i) the Administrative Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities and make application thereof to the Obligations in such the order as the Administrative Agent may determineset forth in Section 6.5, and (ii) any or all of the Pledged Securities shall be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (x) all voting, corporate and other rights pertaining to such Pledged Securities at any meeting of shareholders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other structure of any Issuer, or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it and except to the extent resulting from the gross negligence or willful misconduct of the Administrative Agentit, but the Administrative Agent shall have no duty to any Grantor 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) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Securities pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Administrative Agent in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) upon the occurrence and during the continuance of an Event of Default, unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Pledged Securities directly to the Administrative Agent.
Appears in 1 contract
Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Collateral Agent shall have given written notice to the relevant Grantor of the Administrative Collateral Agent's ’s intent to exercise its corresponding rights pursuant to Section 5.3(b7.01(b) (it being acknowledged and agreed that the Collateral Agent shall not be required to deliver any such notice in connection with an Event of Default under Section 10.01(f) or Section 10.01(g) of the Credit Agreement or if the delivery of such notice is otherwise prohibited by applicable law), each Grantor shall be permitted to receive (i) all cash dividends paid in respect of the Pledged Stock Securities and (ii) all payments made in the ordinary course in respect of the Pledged Notes and all distributions in respect of the Pledge Partnership Interests and Pledged LLC InterestsNotes, to the extent permitted in the Credit Agreement, and to exercise all voting voting, corporate and corporate other organizational rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate or other organizational right exercised or other action taken which, in the Administrative Collateral Agent's reasonable ’s judgment, would reasonably be expected to materially impair the Collateral Agent’s rights in the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan DocumentSecured Agreement.
(b) If an Event of Default shall occur and be continuing and the Administrative Collateral Agent shall give written notice of its intent to exercise such rights to the relevant Grantor or GrantorsGrantors (it being acknowledged and agreed that the Collateral Agent shall not be required to deliver any such notice in connection with an Event of Default under Section 10.01(f) or Section 10.01(g) of the Credit Agreement or if the delivery of such notice is otherwise prohibited by applicable law), (iall rights of any Grantor to receive dividends, interest and principal which such Grantor is authorized to receive pursuant to Section 7.01(a) shall cease, and all such rights shall thereupon become vested in the Administrative Collateral Agent, and the Collateral Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities and the Pledged Notes and make application thereof to the Secured Obligations in such order as the Administrative Collateral Agent may determinedetermine (and all dividends, and (iipayments or other Proceeds which are received by any Grantor contrary to the provisions of this Section 7.01(b) any or all shall be held in trust for the benefit of the Pledged Securities Collateral Agent, shall be registered segregated from other property or funds of such Grantor and shall be immediately delivered to the Collateral Agent in the name same form as so received (with any necessary endorsement)). If an Event of Default shall occur and be continuing and the Collateral Agent shall have given contemporaneous written notice of its exercise of such rights to the relevant Grantor or Grantors (it being acknowledged and agreed that the Collateral Agent shall not be required to deliver any such notice in connection with an Event of Default under Section 10.01(f) or Section 10.01(g) of the Administrative Agent Credit Agreement or its nomineeif the delivery of such notice is otherwise prohibited by applicable law), and the Administrative Collateral Agent or its nominee may thereafter exercise (xwhether or not the Collateral or any of the Pledged Security has been transferred into the name of the Collateral Agent or its nominee) (i) all voting, corporate corporate, consenting and other organizational rights pertaining to such Pledged Securities Security at any meeting of shareholders (or other equivalent body) of the relevant Issuer or Issuers or in the absence of any such meeting or otherwise (and each Grantor, upon entry into this Agreement, hereby grants to the Collateral Agent a present, irrevocable proxy, coupled with an interest and hereby constitutes and appoints the Collateral Agent as such Grantor’s proxy with full power, in the same manner, to the same extent and with the same effect as if such Grantor were to do the same, to exercise such rights) and (yii) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities Security as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other organizational structure of any Issuer, or upon the exercise by any Grantor or the Administrative Collateral Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities Investment Property with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Collateral Agent may determine), all without liability except to account for property actually received by it and except to the extent resulting from the gross negligence or willful misconduct of the Administrative Agentit, but the Administrative Collateral Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. As further assurance of the proxy granted hereby, each Grantor shall from time to time execute and deliver to the Collateral Agent, all such additional written proxies and other instruments as the Collateral Agent shall reasonably request for the purpose of enabling the Collateral Agent to exercise the voting and other rights which it is entitled to exercise hereunder. Each Grantor hereby revokes any proxy or proxies heretofore given by such Grantor to any person or persons whatsoever and agrees not to give any other proxies in derogation hereof until this Agreement is no longer in full force and effect as hereinafter provided.
(c) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Securities pledged by such Grantor hereunder (and each such Issuer party hereto hereby agrees) to (i) comply with any instruction received by it from the Administrative Collateral Agent in writing that (x) states A)states that an Event of Default has occurred and is continuing and (yB) is otherwise in accordance with the terms of this Agreement, without any other or further action or instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) upon the occurrence and during the continuance of at any time that an Event of DefaultDefault exists, unless otherwise expressly permitted hereby, comply with any instruction received by it from the Collateral Agent in writing to pay any dividends or other payments with respect to the Pledged Securities and Pledged Notes directly to the Administrative Collateral Agent. If an Event of Default shall have occurred and be continuing, the Collateral Agent shall have the right (in its sole and absolute discretion) to register the Pledged Stock in its own name as pledgee, or the name of its nominee (as pledgee) or the name of the applicable Grantor or Issuer, endorsed or assigned in blank or in favor of the Collateral Agent.
(d) After the occurrence and during the continuation of an Event of Default, if the Issuer of any Pledged Securities is the subject of bankruptcy, insolvency, receivership, custodianship or other proceedings under the supervision of any Governmental Authority, then all rights of the Grantor in respect thereof to exercise the voting and other consensual rights which such Grantor would otherwise be entitled to exercise with respect to the Pledged Securities issued by such Issuer shall cease, and all such rights shall thereupon become vested in the Collateral Agent who shall thereupon have the sole right to exercise such voting and other consensual rights, but the Collateral Agent shall have no duty to exercise any such voting or other consensual rights and shall not be responsible for any failure to do so or delay in so doing.
Appears in 1 contract
Sources: Guarantee and Collateral Agreement (Clean Energy Fuels Corp.)
Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Collateral Agent shall have given notice to the relevant Grantor of the Administrative Collateral Agent's ’s intent to exercise its corresponding rights pursuant to Section 5.3(b6.3(b), each Grantor shall be permitted to receive all cash dividends and other distributions paid in respect of the Pledged Stock and all payments made in the ordinary course in respect of the Pledged Notes and all distributions in respect of the Pledge Partnership Interests and Pledged LLC Interests, to the extent permitted in the Credit Agreement, and to exercise all voting and corporate or other organizational rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate or other organizational right exercised or other action taken which, in which (i) would reasonably be expected to materially and adversely affect the Administrative Agent's reasonable judgment, would materially impair rights inuring to a holder of any Pledged Securities or the rights and remedies of any of the Collateral Agent or which any other Secured Party under this Agreement or any other Loan Document or the ability of the Secured Parties to exercise the same or (ii) would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Document.
(b) If an Event of Default shall occur and be continuing and the Administrative Collateral Agent shall give notice of its intent to exercise such rights to the relevant Grantor or GrantorsGrantors (which notice shall not be required if an Event of Default under Section 8.1(f) of the Credit Agreement shall have occurred and be continuing), (i) the Administrative Collateral Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities and make application thereof to the Obligations in such the order as the Administrative Agent may determineset forth in Section 6.6, and (ii) any or all of the Pledged Securities shall be registered in the name of the Administrative Collateral Agent or its nominee, and the Administrative Collateral Agent or its nominee may thereafter during the continuance of such Event of Default exercise (x) all voting, corporate and other rights pertaining to such Pledged Securities at any meeting of shareholders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any Issuer, or upon the exercise by any Grantor or the Administrative Collateral Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Collateral Agent may reasonably determine), all without liability (except to account for property actually received by it and except to the extent liabilities resulting from the gross negligence or willful misconduct of the Administrative Collateral Agent) except to account for property actually received by it, but the Administrative Collateral Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doingdoing unless the Collateral Agent has given notice of its intent to exercise as set forth above.
(c) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Securities pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Administrative Agent in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) upon the occurrence and during the continuance of after an Event of DefaultDefault has occurred and is continuing, unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Pledged Securities directly to the Administrative Collateral Agent.
Appears in 1 contract
Sources: Guarantee and Collateral Agreement (Scientific Games Corp)
Pledged Securities. In the case of each Pledgor, such Pledgor agrees that:
(a) Unless an Event of Default If such Pledgor shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent's intent to exercise its corresponding rights pursuant to Section 5.3(b), each Grantor shall be permitted become entitled to receive all dividends paid in respect of the Pledged Stock and all payments made in the ordinary course in respect of the Pledged Notes and all distributions in respect of the Pledge Partnership Interests and Pledged LLC Interests, to the extent permitted in the Credit Agreement, and to exercise all voting and corporate rights with respect to the Pledged Securities; provided, however, that no vote or shall be cast or corporate right exercised or other action taken which, in the Administrative Agent's reasonable judgment, would materially impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Document.
(b) If an Event of Default shall occur and be continuing and the Administrative Agent shall give notice of its intent to exercise such rights to the relevant Grantor or Grantors, (i) the Administrative Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities and make application thereof to the Obligations in such order as the Administrative Agent may determine, and (ii) any or all of the Pledged Securities shall be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (x) all voting, corporate and other rights pertaining to such Pledged Securities at any meeting of shareholders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof stock certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Equity Interests of any Pledged Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Securities, or otherwise in respect thereof, such Pledgor shall accept the same as the agent of the Secured Parties, hold the same in trust for the Secured Parties, segregated from other Property of such Pledgor, and deliver the same forthwith to the Pledgee in the exact form received, duly indorsed by such Pledgor to the Pledgee, if required, together with an undated stock power covering such certificate duly executed in blank by such Pledgor and with, if the Pledgee so requests, signature guaranteed, to be held by the Pledgee, subject to the terms hereof, as additional collateral security for the Secured Obligations; provided that such Pledgor’s obligations under this (a) shall be limited to 35% of the total combined voting power of all classes of the Equity Interests of any Domestic Subsidiary whose shares are pledged pursuant to the U.S. Pledge Agreement.
(b) without the prior written consent of the Pledgee or as permitted by the Credit Agreement, such Pledgor will not enter into any agreement or undertaking restricting the right or ability of such Pledgor or the Pledgee to exchange at its discretion sell, assign or transfer any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any Issuer, or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it and except to the extent resulting from the gross negligence or willful misconduct of the Administrative Agent, but the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doingProceeds thereof.
(c) Each Grantor hereby authorizes and instructs in the case of each Pledgor that is a Pledged Issuer, such Pledged Issuer of any Pledged Securities pledged by such Grantor hereunder to agrees that (i) comply with any instruction received it will be bound by it from the Administrative Agent in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this AgreementAgreement relating to the Pledged Securities issued by it and will comply with such terms insofar as such terms are applicable to it, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) upon it will notify the Pledgee promptly in writing of the occurrence and during of any of the continuance of an Event of Default, unless otherwise expressly permitted hereby, pay any dividends or other payments events described in Section 4.03(a) with respect to the Pledged Securities directly issued by it and (iii) the terms of Section 5.02(e) and Section 5.06 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 5.02(e) or Section 5.06 with respect to the Administrative AgentPledged Securities issued by it. In the case of any Pledged Issuer that is not a Pledgor hereunder, such Pledgor shall promptly cause such Pledged Issuer to execute and deliver to the Pledgee an Acknowledgment and Consent in substantially the form of Exhibit A.
(d) in the case of each Pledgor that is a partner in a partnership, such Pledgor hereby consents to the extent required by the applicable partnership agreement to the pledge by each other Pledgor, pursuant to the terms hereof, of the Pledged Equity Interests in such partnership and to the transfer following the occurrence of an Event of Default of such Pledged Equity Interests to the Pledgee or its nominee and to the substitution of the Pledgee or its nominee as a substituted partner in such partnership with all the rights, powers and duties of a general partner or a limited partner, as the case may be. In the case of each Pledgor that is a member of a limited liability company, such Pledgor hereby consents to the extent required by the applicable limited liability company agreement (or similar Organizational Document) to the pledge by each other Pledgor, pursuant to the terms hereof, of the Pledged Equity Interests in such limited liability company and to the transfer following the occurrences of an Event of Default of such Pledged Equity Interests to the Pledgee or its nominee and to the substitution of the Pledgee or its nominee as a substituted member of such limited liability company with all the rights, powers and duties of a member of such limited liability company.
(e) such Pledgor shall not agree to any amendment of an Organizational Document that in any way adversely affects the perfection of the security interest of the Pledgee in the Pledged Equity Interests pledged by such Pledgor hereunder.
(f) unless otherwise permitted by the Credit Agreement, such Pledgor shall not permit any Pledged Issuer to amalgamate, merge or consolidate unless all of the outstanding capital stock of the surviving or resulting corporation is, upon such amalgamation, merger or consolidation, pledged under this Agreement and no cash, securities or other property is distributed with respect to the outstanding shares of any other constituent corporation.
(g) such Pledgor shall furnish to the Pledgee such stock powers and other instruments as may be required by the Pledgee to assure the transferability of the Pledged Securities when and as often as may be reasonably requested by the Pledgee.
Appears in 1 contract
Pledged Securities. Upon the occurrence and during the continuance of an Event of Default:
(a) Unless an Event of Default shall have occurred All dividends and be continuing and the Administrative Agent shall have given notice interest payments that are received by Pledgor contrary to the relevant Grantor provisions of the Administrative Agent's intent to exercise its corresponding rights pursuant to Section 5.3(b), each Grantor this Agreement shall be permitted received in trust for the benefit of Secured Party, shall be segregated from other funds of Pledgor and shall be forthwith paid over to receive all dividends paid in respect of the Pledged Stock and all payments made Secured Party in the ordinary course in respect of the Pledged Notes and all distributions in respect of the Pledge Partnership Interests and Pledged LLC Interests, to the extent permitted in the Credit Agreement, and to exercise all voting and corporate rights same form as so received (with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate right exercised or other action taken which, in the Administrative Agent's reasonable judgment, would materially impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Documentnecessary indorsement).
(b) If an Event of Default shall occur and be continuing and the Administrative Agent shall give notice of its intent to Secured Party may exercise such rights to the relevant Grantor or Grantors, (i) the Administrative Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities and make application thereof to the Obligations in such order as the Administrative Agent may determine, and (ii) any or all of the Pledged Securities shall be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (x) all voting, corporate and other rights pertaining to such Pledged Securities at any meeting of shareholders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and exchange, subscription and or any other rights, privileges or options pertaining to such any of the Pledged Securities as if it were the absolute owner thereof (includingthereof, including without limitation, the right to exchange at its discretion discretion, any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure readjustment of any Issuer, issuer of such Pledged Securities or upon the exercise by any Grantor such issuer or the Administrative Agent Secured Party of any right, privilege or option pertaining to such any of the Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositarydepository, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent it may determine), all without liability except to account for property actually received by it and except to the extent resulting from the gross negligence or willful misconduct of the Administrative Agentit, but the Administrative Agent Secured Party shall have no duty to any Grantor to exercise any such rightof the aforesaid rights, privilege privileges or option options and shall not be responsible for any failure to do so or delay in so doing.
(c) Each Grantor hereby authorizes At the option of Secured Party and instructs each Issuer upon written notification thereof to Pledgor, all rights of any Pledged Securities pledged by such Grantor hereunder Pledgor to (iexercise the voting and other consensual rights which Pledgor would otherwise be entitled to exercise pursuant to Section 4.03(g) comply with any instruction received by it from the Administrative Agent in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) upon the occurrence and during the continuance of an Event of Default, unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Pledged Securities directly shall cease, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to the Administrative Agentexercise such voting and other consensual rights, but Secured Party shall have no duty to exercise any such voting or other consensual rights and shall not be responsible for any failure to do so or delay in so doing.
Appears in 1 contract
Sources: Security and Pledge Agreement (Intelect Communications Inc)
Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent's ’s intent to exercise its corresponding rights pursuant to Section 5.3(b6.3(b), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Stock and all payments made in the ordinary course in respect of the Pledged Notes and all distributions Notes, in respect each case paid in the normal course of business of the Pledge Partnership Interests and Pledged LLC Interests, relevant Issuer to the extent permitted in the Credit Agreement, and to exercise all voting and corporate rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate or other ownership right exercised or other action taken which, in the Administrative Agent's ’s reasonable judgment, would materially impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Document.
(b) If an Event of Default shall occur and be continuing and the Administrative Agent shall give notice of its intent to exercise such rights to the relevant Grantor or Grantors, (i) the Administrative Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities and make application thereof to the Obligations in such the order as the Administrative Agent may determineset forth in Section 6.5, and (ii) any or all of the Pledged Securities shall be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (x) all voting, corporate and other rights pertaining to such Pledged Securities at any meeting of shareholders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other structure of any Issuer, or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it and except to the extent resulting from the gross negligence or willful misconduct of the Administrative Agentit, but the Administrative Agent shall have no duty to any Grantor 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) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Securities pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Administrative Agent in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) upon the occurrence and during the continuance of an Event of Default, unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Pledged Securities directly to the Administrative Agent.
Appears in 1 contract
Sources: Guarantee and Collateral Agreement (Syniverse Technologies Inc)
Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Security Agent shall have given notice to the relevant Grantor of the Administrative Agent's its intent to exercise its corresponding rights pursuant to Section 5.3(b)subsection (b) of this Section, each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Stock and all payments made Securities paid in the ordinary normal course in respect of business of the Pledged Notes and all distributions in respect of the Pledge Partnership Interests and Pledged LLC Interestsrelevant Issuer, to the extent permitted in the Senior Credit Agreement, and to exercise all voting and corporate rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate right exercised or other action taken which, in the Administrative Agent's reasonable judgment, would materially impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Document.
(b) If an Event of Default shall occur and be continuing and continuing, then at any time in the Administrative Agent shall give discretion of the Security Agent, without notice of its intent to exercise such rights but subject to the relevant Grantor or Grantorsterms of the Subordination Agreement, (i) the Administrative Security Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities and make application thereof to the Obligations in such order as the Administrative Agent may determineObligations, and (ii) any or all of the Pledged Securities shall be registered in the name of the Administrative Security Agent or its nominee, and the Administrative Security Agent or its nominee may thereafter exercise (x) all voting, corporate and other rights pertaining to such Pledged Securities at any meeting of shareholders (or other equivalent body) of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and an d any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, including the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate organizational structure of any Issuer, or upon the exercise by any Grantor or the Administrative Security Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Security Agent may determine), all without liability except to account for property actually received by it and except to the extent resulting from the gross negligence or willful misconduct of the Administrative Agentit, but the Administrative Security Agent shall have no duty to any Grantor 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) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Securities pledged by such Grantor hereunder (and each Issuer party hereto hereby agrees) to (i) comply with any instruction received by it from the Administrative Security Agent in writing that (x) states that after an Event of Default has occurred and is continuing and (y) that is otherwise in accordance with the terms of this Agreement and the Subordination Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) upon the occurrence and during the continuance of an Event of Default, unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Pledged Securities directly to the Administrative Security Agent.
(d) After the occurrence and during the continuation of an Event of Default, if the Issuer of any Pledged Securities is the subject of bankruptcy, insolvency, receivership, custodianship or other proceedings under the supervision of any Governmental Authority, then all rights of the Grantor in respect thereof to exercise the voting and other consensual rights which such Grantor would otherwise be entitled to exercise with respect to the Pledged Securities issued by such Issuer shall cease, and all such rights shall thereupon, subject to the terms of the Subordination Agreement, become vested in the Security Agent who shall thereupon have the sole right to exercise such voting and other consensual rights, but the Security Agent shall have no duty to exercise any such voting or other consensual rights and shall no t be responsible for any failure to do so or delay in so doing.
Appears in 1 contract
Sources: Seller Guaranty and Security Agreement (Dakota Plains Holdings, Inc.)
Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Collateral Agent (or, if prior to the Discharge of First Lien Obligations, the First Lien Collateral Agent in accordance with the Intercreditor Agreement) shall have given notice to the relevant Grantor of the Administrative Collateral Agent's ’s intent to exercise its corresponding rights pursuant to Section 5.3(b6.3(b), each Grantor shall be permitted to receive all cash dividends and other distributions paid in respect of the Pledged Stock and all payments made in the ordinary course in respect of the Pledged Notes and all distributions in respect of the Pledge Partnership Interests and Pledged LLC Interests, to the extent permitted in the Credit Agreement, and to exercise all voting and corporate rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate right exercised or other action taken which, in the Administrative Agent's reasonable judgment, would materially impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Document.
(b) If an Event of Default shall occur and be continuing and the Administrative Collateral Agent shall give notice of its intent to exercise such rights to the relevant Grantor or GrantorsGrantors (which notice shall not be required if an Event of Default under Section 8.1(f) of the Credit Agreement shall have occurred and be continuing), (i) the Administrative Collateral Agent shall have the right right, subject to the terms and provisions of the Intercreditor Agreement, to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities and make application thereof to the Obligations in such the order as the Administrative Agent may determine, set forth in Section 6.6 and (ii) any or all of the Pledged Securities shall be registered in the name of the Administrative Collateral Agent or its nominee, subject to the terms and provisions of the Intercreditor Agreement, and the Administrative Collateral Agent or its nominee may thereafter exercise (x) all voting, corporate and other rights pertaining to such Pledged Securities at any meeting of shareholders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, including the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any Issuer, or upon the exercise by any Grantor or the Administrative Collateral Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Collateral Agent may reasonably determine), all without liability (except to account for property actually received by it and except to the extent liabilities resulting from the gross negligence or willful misconduct of the Administrative Collateral Agent) except to account for property actually received by it, but the Administrative Collateral Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doingdoing unless the Collateral Agent has given notice of its intent to exercise as set forth above.
(c) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Securities pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Administrative Agent in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) upon the occurrence and during the continuance of an Event of Default, unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Pledged Securities directly to the Administrative Agent.
Appears in 1 contract
Sources: Second Lien Guarantee and Collateral Agreement (Engility Holdings, Inc.)
Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent's intent to exercise its corresponding rights pursuant to Section 5.3(b)continuing, each Grantor shall be permitted to receive all dividends paid in respect of the Pledged Stock and all payments made in the ordinary course in respect of the Pledged Notes and all distributions in respect of the Pledge Partnership Interests and Pledged LLC Interests, to the extent permitted in the Credit Agreement, and to exercise all voting and corporate rights with respect to the Pledged Securities; provided, however, that subject (solely in the case of Secondary Collateral) to the terms of the Intercreditor Agreement, no vote shall be cast or corporate right exercised or other action taken which, in the Administrative Collateral Agent's ’s reasonable judgment, would materially impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit AgreementIndenture, this Agreement or any other Loan Indenture Document.
(b) If Subject (solely in the case of Secondary Collateral) to the terms of the Intercreditor Agreement, if an Event of Default shall occur and be continuing and upon the Administrative Agent shall give notice written request of its intent to exercise such rights to the relevant Grantor or GrantorsCollateral Agent, (i) the Administrative Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities and make application thereof to the Obligations in such order as the Administrative Agent may determine, and (ii) any or all of the Pledged Securities (other than Excluded Capital Stock) shall be registered in the name of the Administrative Controlling Agent or its nominee, and the Administrative Controlling Agent or its nominee may thereafter exercise (x) all voting, corporate and other rights pertaining to such Pledged Securities at any meeting of shareholders or members of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, including the right to exchange at its discretion any and all of the Pledged Securities (other than Excluded Capital Stock) upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any Issuer, or upon the exercise by any the applicable Grantor or the Administrative Controlling Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities (other than Excluded Capital Stock) with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Controlling Agent may determine), all without liability except to account for property actually received by it and except to the extent resulting from the gross negligence or willful misconduct of the Administrative Agentit, but the Administrative Controlling Agent and the other Joint Secured Parties shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing, and (ii) the Controlling Agent (if Proceeds of Secondary Collateral) or the Collateral Agent (if Proceeds of Primary Collateral) shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities (other than Excluded Capital Stock) and make application thereof to the Secured Obligations in accordance with the Intercreditor Agreement.
(c) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Securities pledged by such Grantor hereunder to, subject (solely in the case of Secondary Collateral) to the Intercreditor Agreement (i) comply with any instruction received by it such Issuer from the Administrative Controlling Agent in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each such Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) upon the occurrence and during the continuance of an Event of Default, unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Pledged Securities directly to the Administrative Controlling Agent.
(d) The Collateral Agent agrees that it shall not give any instruction described in Section 5.3(c) unless (1) an Event of Default under and as defined in the Indenture has occurred and is continuing and (2) such instructions are otherwise in accordance with the terms of the Indenture and this Agreement.
Appears in 1 contract
Sources: Security Agreement (Aventine Renewable Energy Holdings Inc)
Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuing exists and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent's ’s intent to exercise its corresponding rights pursuant to Section 5.3(b7.01(b), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Stock and all payments made Securities paid in the ordinary normal course in respect of business of the Pledged Notes and all distributions in respect of the Pledge Partnership Interests and Pledged LLC Interestsrelevant Issuer, to the extent permitted in the Credit Agreement, and to exercise all voting voting, corporate and corporate other rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate right exercised or other action taken which, in the Administrative Agent's reasonable judgment, would materially impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Document.
(b) If an Event of Default shall occur and be continuing and exists, then at any time in the Administrative Agent shall give Agent’s discretion without notice of its intent to exercise such rights to the relevant Grantor or Grantors(except as herein otherwise expressly provided), (i) the Administrative Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities and make application thereof to the Secured Obligations in such order as accordance with Section 10.02 of the Administrative Agent may determineCredit Agreement, and (ii) any or all of the Pledged Securities shall be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (xA) all voting, corporate and other rights pertaining to such Pledged Securities at any meeting of shareholders (or other equivalent body) of the relevant Issuer or Issuers or otherwise and (yB) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate organizational structure of any Issuer, or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it and except to the extent resulting from the gross negligence or willful misconduct of the Administrative Agentas otherwise set forth herein, but the Administrative Agent shall have no duty to any Grantor 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) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Securities pledged by such Grantor hereunder (and each Issuer party hereto hereby agrees) to (i) comply with any instruction received by it from the Administrative Agent in writing that (xA) states that an Event of Default has occurred and is continuing exists and (yB) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) upon the occurrence and during the continuance of an Event of Default, unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Pledged Securities directly to the Administrative Agent. [AMENDED AND RESTATED GUARANTEE AND COLLATERAL AGREEMENT]
(d) If during the existence of an Event of Default the Issuer of any Pledged Securities is the subject of bankruptcy, insolvency, receivership, custodianship or other proceedings under the supervision of any Governmental Authority, then all rights of the Grantor in respect thereof to exercise the voting and other consensual rights which such Grantor would otherwise be entitled to exercise with respect to the Pledged Securities issued by such Issuer shall cease, and all such rights shall thereupon become vested in the Administrative Agent who shall thereupon have the sole right to exercise such voting and other consensual rights, but the Administrative Agent shall have no duty to exercise any such voting or other consensual rights and shall not be responsible for any failure to do so or delay in so doing.
Appears in 1 contract
Pledged Securities. (a) Unless an So long as no Event of Default shall have occurred and be continuing continuing:
(i) The Debtors shall be entitled to exercise any and the Administrative Agent shall have given notice all voting and other consensual rights pertaining to the relevant Grantor Pledged Securities or any part thereof for any purpose not inconsistent with the terms of this Security Agreement or the Transaction Documents; provided, however, that the Debtors shall not exercise or refrain from exercising any such right if such action would have a material adverse effect on the value of the Administrative Agent's intent Pledged Securities or any part thereof; and provided further that the Debtors shall give the Collateral Agent at least five days’ prior written notice of the manner in which it intends to exercise its corresponding rights pursuant to Section 5.3(b)exercise, each Grantor or the reasons for refraining from exercising, any such right.
(ii) The Debtors shall be permitted entitled to receive and retain any and all dividends and interest paid in respect of the Pledged Stock and all payments made in the ordinary course in respect of the Pledged Notes and all distributions in respect of the Pledge Partnership Interests and Pledged LLC Interests, to the extent permitted in the Credit Agreement, and to exercise all voting and corporate rights with respect to the Pledged Securities; provided, however, that no vote any and all
(A) dividends and interest paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Pledged Securities,
(B) dividends and other distributions paid or payable in cash in respect of any Pledged Securities in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in-surplus, and
(C) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, any Pledged Securities shall be, and shall be cast forthwith delivered to the Collateral Agent to hold as, Collateral and shall, if received by the Debtors, be received in trust for the benefit of the Secured Parties, be segregated from the other property or corporate right exercised or other action taken which, funds of the Debtors and be forthwith delivered to the Collateral Agent as Collateral in the Administrative Agent's reasonable judgment, would materially impair same form as so received (with any necessary endorsement) and such cash received by the Collateral or which would Agent will be inconsistent with or result deposited in any violation of any provision an account held by the Collateral Agent. The Debtors, promptly upon the request of the Credit Collateral Agent, shall execute such documents and do such acts as may be necessary or desirable in the reasonable judgment of the Collateral Agent to give effect to this Section 7(a)(ii).
(iii) The Debtors shall deliver to the Collateral Agent any distribution consisting of Subsidiary Securities or Further Securities immediately upon receipt, together with executed stock powers and corporate resolutions authorizing the transfer of title of such shares after an Event of Default pursuant to the terms of this Security Agreement, this Agreement .
(iv) The Collateral Agent shall execute and deliver (or any cause to be executed and delivered) to the Debtors all such proxies and other Loan Documentinstruments as Debtors may reasonably request for the purpose of enabling the Debtors to exercise the voting and other rights that it is entitled to exercise pursuant to clause (A) above and to receive the dividends or interest payments that it is authorized to receive and retain pursuant to clause (B) above.
(b) If an Event of Default shall occur and be continuing and the Administrative Agent shall give notice of its intent to exercise such rights to the relevant Grantor or Grantors, (i) the Administrative Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities and make application thereof to the Obligations in such order as the Administrative Agent may determine, and (ii) any or all of the Pledged Securities shall be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (x) all voting, corporate and other rights pertaining to such Pledged Securities at any meeting of shareholders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any Issuer, or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it and except to the extent resulting from the gross negligence or willful misconduct of the Administrative Agent, but the Administrative Agent shall have no duty to any Grantor 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) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Securities pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Administrative Agent in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) upon Upon the occurrence and during the continuance of an Event of Default:
(i) All rights of Debtors (x) to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 7(a)(i) shall, unless upon notice to Debtors by the Secured Parties, cease and (y) to receive the dividends and interest payments that it would otherwise expressly permitted herebybe authorized to receive and retain pursuant to Section 7(a)(ii) shall automatically cease, pay any dividends and all such rights shall thereupon become vested in the Collateral Agent, which shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rights and to receive and hold as Pledge Securities such dividends, interest payments and other distributions. For the avoidance of doubt, the Collateral Agent is hereby granted an irrevocable proxy coupled with an interest to exercise all voting power with respect to the Pledged Subsidiary Securities directly and/or the Further Securities, effective upon the occurrence of an Event of Default.
(ii) All dividends, interest payments and other distributions that are received by the Debtors contrary to the Administrative Agentprovisions of clause (i) of this Section 7(b) shall be received in trust for the benefit of the Secured Parties, shall be segregated from other funds of Debtors and shall be forthwith paid over to the Collateral Agent as Collateral in the same form as so received (with any necessary endorsement).
Appears in 1 contract
Sources: Security Agreement (Illinois Superconductor Corporation)
Pledged Securities. (a) Unless Upon the occurrence and during the continuance of an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice subject to the relevant Grantor Liens created under the Senior Security Agreement and to the terms of the Administrative Agent's intent Subordination Agreement:
(a) All rights of Pledgor to exercise its corresponding rights receive the dividends and interest payments which it would otherwise be authorized to receive and retain pursuant to Section 5.3(b)4.02 shall cease, each Grantor shall be permitted to receive all dividends paid in respect of the Pledged Stock and all payments made in the ordinary course in respect of the Pledged Notes and all distributions in respect of the Pledge Partnership Interests and Pledged LLC Interests, to the extent permitted in the Credit Agreement, and to exercise all voting and corporate rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate right exercised or other action taken which, in the Administrative Agent's reasonable judgment, would materially impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Document.
(b) If an Event of Default shall occur and be continuing and the Administrative Agent shall give notice of its intent to exercise such rights to the relevant Grantor or Grantors, (i) the Administrative Agent shall thereupon become vested in Secured Party who shall thereupon have the sole right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities hold as Collateral such dividends and make application thereof to the Obligations in such order as the Administrative Agent may determine, and (ii) any or all of the Pledged Securities shall be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (x) all voting, corporate and other rights pertaining to such Pledged Securities at any meeting of shareholders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any Issuer, or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it and except to the extent resulting from the gross negligence or willful misconduct of the Administrative Agentinterest payments, but the Administrative Agent Secured Party shall have no duty to any Grantor to exercise any receive and hold such right, privilege or option dividends and interest payments and shall not be responsible for any failure to do so or delay in so doing.
(b) All dividends and interest payments which are received by Pledgor contrary to the provisions of this Section 6.06 shall be received in trust for the benefit of Secured Party, shall be segregated from other funds of Pledgor and shall be forthwith paid over to Secured Party as Collateral in the same form as so received (with any necessary indorsement).
(c) Each Grantor hereby authorizes Secured Party may exercise any and instructs each Issuer all rights of conversion, exchange, subscription or any other rights, privileges or options pertaining to any of the Pledged Securities as if it were the absolute owner thereof, including without limitation, the right to exchange at its discretion, any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other readjustment of any issuer of such Pledged Securities or upon the exercise by any such issuer or Secured Party of any right, privilege or option pertaining to any of the Pledged Securities, and in connection therewith, to deposit and deliver any and all of the Pledged Securities with any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by it, but Secured Party shall
(d) If the issuer of any Pledged Securities pledged by such Grantor hereunder to (i) comply with any instruction received by it from is the Administrative Agent in writing that (x) states that an Event subject of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreementbankruptcy, without any other or further instructions from such Grantorinsolvency, and each Grantor agrees that each Issuer shall be fully protected in so complyingreceivership, and (ii) upon the occurrence and during the continuance of an Event of Default, unless otherwise expressly permitted hereby, pay any dividends custodianship or other payments proceedings under the supervision of any court or governmental agency or instrumentality, then all rights of Pledgor to exercise the voting and other consensual rights which Pledgor would otherwise be entitled to exercise pursuant to Section 4.08 with respect to the Pledged Securities directly issued by such issuer shall cease, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to the Administrative Agentexercise such voting and other consensual rights, but Secured Party shall have no duty to exercise any such voting or other consensual rights and shall not be responsible for any failure to do so or delay in so doing.
Appears in 1 contract
Sources: Indenture (Brigham Holdings Ii LLC)
Pledged Securities. (a) Unless an Event of Actionable Default shall have occurred and be continuing and the Administrative Agent Collateral Trustee (subject to the terms of the Collateral Trust Agreement) shall have given notice to the relevant Grantor of the Administrative AgentCollateral Trustee's intent to exercise its corresponding rights pursuant to Section 5.3(b6.3(b), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Stock Equity Interests and all payments made in the ordinary course in respect of the Pledged Notes and all distributions Notes, in respect each case paid in the normal course of business of the Pledge Partnership Interests relevant Issuer and Pledged LLC Interestsconsistent with past practice, to the extent permitted in the Credit Agreementeach credit agreement, indenture or comparable document constituting a Secured Debt Document, and to exercise all voting and corporate rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate or other ownership right exercised or other action taken which, in the Administrative AgentCollateral Trustee's reasonable judgment, would materially impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Secured Debt Document.
(b) If an Event Each Grantor hereby authorizes and instructs each Issuer of Default shall occur and be continuing and the Administrative Agent shall give notice of its intent any Investment Property pledged by such Grantor hereunder to exercise such rights to the relevant Grantor or Grantors, (i) comply with any instruction received by it from the Administrative Agent Collateral Trustee in writing that (x) states that an Actionable Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement and the Collateral Trust Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall have the right to receive any and all cash dividends, payments or other Proceeds paid be fully protected in respect of the Pledged Securities and make application thereof to the Obligations in such order as the Administrative Agent may determine, so complying and (ii) upon delivery of any notice to such effect pursuant to Section 6.3(a), pay any dividends or all of other payments with respect to the Pledged Securities shall be registered in Investment Property directly to the name of Collateral Trustee. In order to permit the Administrative Agent or its nominee, and Collateral Trustee to exercise the Administrative Agent or its nominee may thereafter exercise (x) all voting, corporate voting and other consensual rights pertaining which it may be entitled to such Pledged Securities at any meeting of shareholders of the relevant Issuer or Issuers or otherwise exercise pursuant hereto and (y) any to receive all dividends and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining distributions which it may be entitled to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any Issuer, or upon the exercise by any receive hereunder each Grantor or the Administrative Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit shall promptly execute and deliver any (or cause to be executed and delivered) to the Collateral Trustee all of the Pledged Securities with any committeeproxies, depositary, transfer agent, registrar or dividend payment orders and other designated agency upon such terms and conditions instruments as the Administrative Agent Collateral Trustee may determine), all without liability except from time to account for property actually received by it time reasonably request and except to each Grantor acknowledges that the extent resulting from Collateral Trustee may utilize the gross negligence or willful misconduct power of the Administrative Agent, but the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doingattorney set forth herein.
(c) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Securities pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Administrative Agent Collateral Trustee in writing that (x) states that an Event of Actionable Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement and the Collateral Trust Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) upon any such instruction following the occurrence and during the continuance of an Event of Actionable Default, unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Investment Property, including the Pledged Securities Securities, directly to the Administrative AgentCollateral Trustee.
Appears in 1 contract
Sources: Guarantee and Collateral Agreement (NRG Energy Inc)
Pledged Securities. ISSUER CLASSOF STOCKOR INTERESTS PARVALUE CERTIFICATENO(S). NUMBER OF SHARESORINTERESTS PERCENTAGE OFALL ISSUED CAPITALOR OTHER EQUITY INTERESTS OF ISSUER ISSUER PRINCIPALAMOUNT DATE OFISSUANCE INTERESTRATE MATURITYDATE [ ], as Pledgor By: Name: Title: AGREED TO AND ACCEPTED: UBS AG, STAMFORD BRANCH, as Collateral Agent By: Name: Title: By: Name: Title: [Date] Ladies and Gentlemen: Reference is made to the Security Agreement (a) Unless an Event of Default as amended, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement”; capitalized terms used but not otherwise defined herein shall have occurred and be continuing the meanings assigned to such terms in the Security Agreement), dated as of April 7, 2014, made by CPI International, Inc., a Delaware corporation (the “Borrower”) and the Administrative Agent shall have given notice to Guarantors party thereto in favor of UBS AG, STAMFORD BRANCH, as collateral agent (in such capacity and together with any successors in such capacity, the relevant Grantor of “Collateral Agent”). This Joinder Agreement supplements the Administrative Agent's intent to exercise its corresponding rights Security Agreement and is delivered by the undersigned, [ ] (the “New Pledgor”), pursuant to Section 5.3(b)3.5 of the Security Agreement. The New Pledgor hereby agrees to be bound as a Guarantor and as a Pledgor party to the Security Agreement by all of the terms, each Grantor covenants and conditions set forth in the Security Agreement to the same extent that it would have been bound if it had been a signatory to the Security Agreement on the date of the Security Agreement. Without limiting the generality of the foregoing, the New Pledgor hereby grants and pledges to the Collateral Agent, as collateral security for the full, prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, a Lien on and security interest in, all of its right, title and interest in, to and under the Pledged Collateral and expressly assumes all obligations and liabilities of a Guarantor and Pledgor thereunder. The New Pledgor hereby represents and warrants that the representations and warranties required to be made by it as a Pledgor under the Security Agreement are true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be permitted to receive true and correct in all dividends paid in respect respects) on and as of the Pledged Stock and all payments made in the ordinary course in respect of the Pledged Notes and all distributions in respect of the Pledge Partnership Interests and Pledged LLC Interests, date hereof (except to the extent permitted such representation and warranties expressly relate to an earlier date) and agrees to each of the covenants applicable to the Pledgors contained in the Credit Security Agreement. The New Pledgor hereby irrevocably authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings) and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment relating to the Pledged Collateral, including (i) whether the New Pledgor is an organization, the type of organization and any organizational identification number issued to exercise the New Pledgor, (ii) any financing or continuation statements or other documents for the purpose of perfecting or continuing the security interest granted by the New Pledgor hereunder, without the signature of the New Pledgor where permitted by law, including the filing of a financing statement describing the Pledged Collateral as “all voting and corporate rights assets now owned or hereafter acquired by the Pledgor or in which Pledgor otherwise has rights” or words of similar import or meaning. Annexed hereto are supplements to each of the schedules to the Security Agreement with respect to the Pledged Securities; provided, however, that no vote New Pledgor. Such supplements shall be cast deemed to be part of the Security Agreement. This Joinder Agreement and any amendments, waivers, consents or corporate right exercised or other action taken which, in the Administrative Agent's reasonable judgment, would materially impair the Collateral or which would supplements hereto may be inconsistent with or result executed in any violation number of any provision counterparts and by different parties hereto in separate counterparts, each of the Credit Agreementwhich when so executed and delivered shall be deemed to be an original, this Agreement or any other Loan Document.
(b) If an Event of Default but all such counterparts together shall occur and be continuing constitute one and the Administrative Agent shall give notice of its intent to exercise such rights to the relevant Grantor or Grantorssame agreement. THIS JOINDER AGREEMENT SHALL BE GOVERNED BY, (i) the Administrative Agent shall have the right to receive any and all cash dividendsAND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, payments or other Proceeds paid in respect of the Pledged Securities and make application thereof to the Obligations in such order as the Administrative Agent may determine, and (ii) any or all of the Pledged Securities shall be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (x) all voting, corporate and other rights pertaining to such Pledged Securities at any meeting of shareholders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any Issuer, or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it and except to the extent resulting from the gross negligence or willful misconduct of the Administrative Agent, but the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doingTHE LAW OF THE STATE OF NEW YORK.
(c) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Securities pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Administrative Agent in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) upon the occurrence and during the continuance of an Event of Default, unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Pledged Securities directly to the Administrative Agent.
Appears in 1 contract
Sources: Security Agreement (CPI International Holding Corp.)
Pledged Securities. Subject to the Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default:
(a) Unless an Event of Default shall have occurred All dividends and be continuing and the Administrative Agent shall have given notice interest payments that are received by Pledgor contrary to the relevant Grantor provisions of the Administrative Agent's intent to exercise its corresponding rights pursuant to Section 5.3(b), each Grantor this Pledge Agreement shall be permitted received in trust for the benefit of Secured Party, shall be segregated from other funds of Pledgor and shall be forthwith paid over to receive all dividends paid in respect of the Pledged Stock and all payments made Secured Party as Collateral in the ordinary course in respect of the Pledged Notes and all distributions in respect of the Pledge Partnership Interests and Pledged LLC Interests, to the extent permitted in the Credit Agreement, and to exercise all voting and corporate rights same form as so received (with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate right exercised or other action taken which, in the Administrative Agent's reasonable judgment, would materially impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Documentnecessary indorsement).
(b) If an Event of Default shall occur and be continuing and the Administrative Agent shall give notice of its intent to Secured Party may exercise such rights to the relevant Grantor or Grantors, (i) the Administrative Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities and make application thereof to the Obligations in such order as the Administrative Agent may determine, and (ii) any or all of the Pledged Securities shall be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (x) all voting, corporate and other rights pertaining to such Pledged Securities at any meeting of shareholders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and exchange, subscription and or any other rights, privileges or options pertaining to such any of the Pledged Securities as if it were the absolute owner thereof (includingthereof, including without limitation, the right to exchange at its discretion discretion, any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure readjustment of any Issuer, issuer of such Pledged Securities or upon the exercise by any Grantor such issuer or the Administrative Agent Secured Party of any right, privilege or option pertaining to such any of the Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositarydepository, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent it may determine), all without liability except to account for property actually received by it and except to the extent resulting from the gross negligence or willful misconduct of the Administrative Agentit, but the Administrative Agent Secured Party shall have no duty to any Grantor to exercise any such rightof the aforesaid rights, privilege privileges or option options and shall not be responsible for any failure to do so or delay in so doing.
(c) Each Grantor hereby authorizes At the option of Secured Party and instructs each Issuer upon written notification thereof to Pledgor, all rights of any Pledged Securities pledged by such Grantor hereunder Pledgor to (i) comply with any instruction received by it from exercise the Administrative Agent in writing that (x) states that an Event of Default has occurred voting and is continuing and (y) is other consensual rights which Pledgor would otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) upon the occurrence and during the continuance of an Event of Default, unless otherwise expressly permitted hereby, pay any dividends or other payments entitled to exercise pursuant to SECTION 3.10 with respect to the Pledged Securities directly shall cease, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to the Administrative Agentexercise such voting and other consensual rights, but Secured Party shall have no duty to exercise any such voting or other consensual rights and shall not be responsible for any failure to do so or delay in so doing.
Appears in 1 contract
Sources: Borrower Pledge Agreement (Intelect Communications Inc)
Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Collateral Agent shall have given written notice to the relevant Grantor of the Administrative Collateral Agent's ’s intent to exercise its corresponding rights pursuant to Section 5.3(b6.3(b), each Grantor shall be permitted to receive all dividends cash dividends, payments or other Proceeds paid in respect of the Pledged Stock and all payments made in the ordinary course in respect of the Pledged Notes and all distributions in respect of the Pledge Partnership Interests and Pledged LLC Interests, Securities to the extent permitted in the Credit Agreement, and to exercise all voting and corporate or other organizational rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate right exercised or other action taken which, in the Administrative Agent's reasonable judgment, would materially impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan DocumentStock.
(b) If an Event of Default shall occur and be continuing and the Administrative Agent shall give continuing, upon written notice of its intent to exercise such rights to the relevant Grantor or GrantorsGrantor, (i) unless otherwise provided in the Administrative Credit Agreement, the Collateral Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities and make application thereof to the Secured Obligations in accordance with Section 6.6 and all such order as dividends, payments and other Proceeds shall be held in trust for the Administrative Collateral Agent may determine, until such time of receipt and (ii) the Collateral Agent shall have the right to have any or all of the Pledged Securities shall be registered in the name of the Administrative Collateral Agent or its nomineenominee (whether or not such Pledged Securities have been so registered), and the Administrative Collateral Agent or its nominee may thereafter immediately exercise (x) all voting, corporate and other rights pertaining to any such Pledged Securities Stock at any meeting of shareholders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities Stock upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any Issuer, or upon the exercise by any Grantor or the Administrative Collateral Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Collateral Agent may determine), all without liability except to account for property actually received by it and except to the extent resulting from the gross negligence or willful misconduct of the Administrative Agentit, but the Administrative Collateral Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doingdoing unless the Collateral Agent has given notice of its intent to exercise as set forth above.
(c) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Securities pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Administrative Agent in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other consent or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) upon the occurrence and during the continuance of an Event of Default, unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Pledged Securities directly to the Administrative Agent.
Appears in 1 contract
Sources: Credit Agreement (Affinity Gaming)
Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Collateral Agent shall have given notice to the relevant Grantor U.S. Borrower of the Administrative Collateral Agent's ’s intent to exercise its corresponding rights pursuant to Section 5.3(b9(b), each Grantor the U.S. Borrower shall be permitted to receive all cash dividends paid in respect of the Pledged Stock and all payments made Securities whether or not paid in the ordinary normal course in respect of business of the Pledged Notes relevant Issuer and all distributions in respect of the Pledge Partnership Interests and Pledged LLC Interestswhether or not consistent with past practice, to the extent permitted in the Credit Agreement, and to exercise all voting and corporate or other organizational rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate or other organizational right exercised or other action taken which, in the Administrative Collateral Agent's ’s reasonable judgment, would materially impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Document.
(b) If an Event of Default shall occur and be continuing and the Administrative Collateral Agent shall give notice of its intent to exercise such rights to the relevant Grantor or GrantorsU.S. Borrower, (i) the Administrative Collateral Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities and make application thereof to the Secured Obligations as provided in such order as the Administrative Agent may determineSection 12 hereof, and (ii) subject to obtaining requisite consents which shall promptly be obtained by the U.S. Borrower, any or all of the Pledged Securities shall be registered in the name of the Administrative Collateral Agent or its nominee, and the Administrative Collateral Agent or its nominee may thereafter exercise (x) all voting, corporate and other rights pertaining to such Pledged Securities at any meeting of shareholders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other organizational structure of any Issuer, or upon the exercise by any Grantor the U.S. Borrower or the Administrative Collateral Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Collateral Agent may determine), all without liability except to account for property actually received by it and except to the extent resulting from the gross negligence or willful misconduct of the Administrative Agentit, but the Administrative Collateral Agent shall have no duty to any Grantor the U.S. 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) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Securities pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Administrative Agent in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) upon the occurrence and during the continuance of an Event of Default, unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Pledged Securities directly to the Administrative Agent.
Appears in 1 contract
Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice Subject to the relevant Grantor terms of the Administrative Agent's intent to exercise its corresponding rights pursuant to Section 5.3(b)Intercreditor Agreement, each if such Grantor shall be permitted become entitled to receive all dividends paid in respect of the Pledged Stock and all payments made in the ordinary course in respect of the Pledged Notes and all distributions in respect of the Pledge Partnership Interests and Pledged LLC Interests, to the extent permitted in the Credit Agreement, and to exercise all voting and corporate rights with respect to the Pledged Securities; provided, however, that no vote or shall be cast or corporate right exercised or other action taken which, in the Administrative Agent's reasonable judgment, would materially impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Document.
(b) If an Event of Default shall occur and be continuing and the Administrative Agent shall give notice of its intent to exercise such rights to the relevant Grantor or Grantors, (i) the Administrative Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities and make application thereof to the Obligations in such order as the Administrative Agent may determine, and (ii) any or all of the Pledged Securities shall be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (x) all voting, corporate and other rights pertaining to such Pledged Securities at any meeting of shareholders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof stock certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Equity Interests of any Pledged Entity, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Securities, or otherwise in respect thereof, such Grantor shall accept the same as the agent of the Secured Parties, hold the same in trust for the Secured Parties, segregated from other Property of such Grantor, and deliver the same forthwith to the Collateral Trustee in the exact form received, duly indorsed by such Grantor to the Collateral Trustee, if required, together with an undated stock power covering such certificate duly executed in blank by such Grantor and with, if the Collateral Trustee so requests, signature guaranteed, to be held by the Collateral Trustee, subject to the terms hereof, as additional collateral security for the Parity Lien Obligations.
(b) Subject to the terms of the Intercreditor Agreement, without the prior written consent of the Collateral Trustee, such Grantor will not, unless otherwise permitted hereby or under the Parity Lien Documents, (i) at such time as a Parity Lien Debt Default has occurred and is continuing, vote to enable, or take any other action to permit, any Pledged Entity to issue any Equity Interests of any nature or to issue any other securities convertible into or granting the right to purchase or exchange at its discretion for any and all Equity Interests of any nature of any Pledged Entity, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Pledged Securities or Proceeds thereof (except pursuant to a transaction expressly permitted by the Parity Lien Documents), (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any IssuerProceeds thereof, or upon any interest therein, except for the exercise security interests created by this Agreement or as permitted under the Indenture or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Administrative Agent of Collateral Trustee to sell, assign or transfer any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it and except to the extent resulting from the gross negligence or willful misconduct of the Administrative Agent, but the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doingProceeds thereof.
(c) Each In the case of each Grantor hereby authorizes and instructs each Issuer of any that is a Pledged Securities pledged by Entity, such Grantor hereunder to Pledged Entity agrees that (i) comply with any instruction received it will be bound by it from the Administrative Agent in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this AgreementAgreement relating to the Pledged Securities issued by it and will comply with such terms insofar as such terms are applicable to it, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) upon it will notify the Collateral Trustee promptly in writing of the occurrence and during of any of the continuance of an Event of Default, unless otherwise expressly permitted hereby, pay any dividends or other payments events described in Section 4.02(a) with respect to the Pledged Securities directly issued by it and (iii) the terms of Section 5.02(a) and Section 5.03 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 5.02(c) or Section 5.03 with respect to the Administrative AgentPledged Securities issued by it.
(d) Subject to the terms of the Intercreditor Agreement, in the case of each Grantor that is a limited or general partner in a Partnership, such Grantor hereby consents to the extent required by the applicable Partnership Agreement to the pledge by each other Grantor, pursuant to the terms hereof, of the Pledged Partnership Interests in such Partnership and to the transfer of such Pledged Partnership Interests to the Collateral Trustee or its nominee and to the substitution of the Collateral Trustee or its nominee as a substituted limited or general partner in such Partnership with all the rights, powers and duties of a limited partner or a general partner, as the case may be, following the exercise of remedies hereunder in connection with the occurrence and continuation of a Parity Lien Debt Default. Subject to the terms of the Intercreditor Agreement, in the case of each Grantor that is a member of an LLC, such Grantor hereby consents to the extent required by the applicable LLC Agreement to the pledge by each other Grantor, pursuant to the terms hereof, of the Pledged LLC Interests in such LLC and to the transfer of such Pledged LLC Interests to the Collateral Trustee or its nominee and to the substitution of the Collateral Trustee or its nominee as a substituted member of the LLC with all the rights, powers and duties of a member of such LLC, following the exercise of remedies hereunder in connection with the occurrence and continuation of a Parity Lien Debt Default.
(e) Such Grantor shall not agree to any amendment of a Partnership Agreement or LLC Agreement that in any way adversely affects the perfection of the security interest of the Collateral Trustee in the Pledged Partnership Interests or Pledged LLC Interests pledged by such Grantor hereunder, including any amendment electing to treat the membership interest or partnership interest of such Grantor as a security under Section 8-103 of the UCC without the prior written consent of the Collateral Trustee.
(f) Subject to the terms of the Intercreditor Agreement, each Grantor shall furnish to the Collateral Trustee such stock powers and other instruments as may be required by the Collateral Trustee to assure the transferability of the Pledged Securities when and as often as may be reasonably requested by the Collateral Trustee.
(g) The Pledged Securities will at all times constitute not less than 100% of the Equity Interests of the Pledged Entity thereof owned by any Grantor. During the continuance of a Parity Lien Debt Default, each Grantor will not permit any Pledged Entity to issue any new shares of any class of the Equity Interests of such Pledged Entity without the prior written consent of the Collateral Trustee or as permitted by the Parity Lien Documents.
Appears in 1 contract
Pledged Securities. (a) Unless §Unless an Event of Default shall have occurred and be continuing and the Administrative Collateral Agent shall have given written notice to the relevant Grantor of the Administrative Collateral Agent's ’s intent to exercise its corresponding rights pursuant to Section 5.3(b6.3(b) (which notice shall be deemed to have been given immediately upon the occurrence of an Event of Default under Sections 6.01(7) or 6.01(8) of the Indenture or under paragraphs (g) or (h) of Article VII of the Credit Agreement), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Stock Equity and all payments made in the ordinary course in respect of the Pledged Notes and all distributions in respect of the Pledge Partnership Interests and Pledged LLC Interests, to the extent permitted in the Credit Agreement, and to exercise all voting and corporate rights with respect to the Pledged Securities; provided, however, provided however that no vote shall be cast or corporate right exercised or other action taken which, in the Administrative Agent's reasonable judgment, would materially which could reasonably be expected to impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Indenture, this Agreement, this any other Notes Document, the Credit Agreement or any other Loan Document.
(ba) If an Event of Default shall occur and be continuing and the Administrative Agent Collateral Agent, at the direction of the Applicable Authorized Representative, gives notice (or shall give be deemed to have given notice pursuant to Section 6.3(a)) of its intent to exercise such rights to the relevant Grantor or Grantors, (i) the Administrative Collateral Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities and make application thereof to the Obligations in such the order as the Administrative Agent may determine, set forth in Section 6.5 and (ii) any or all of the Pledged Securities shall be registered in the name of the Administrative Collateral Agent or its nominee, and the Administrative Collateral Agent or its nominee may thereafter exercise (x) all voting, corporate and other rights pertaining to such Pledged Securities at any meeting of shareholders of the relevant Investment Property Issuer or Investment Property Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, including the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any Investment Property Issuer, or upon the exercise by any Grantor or the Administrative Collateral Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Collateral Agent may determine), all without liability except to account for property actually received by it and except to the extent resulting from the gross negligence or willful misconduct of the Administrative Agentit, but the Administrative Collateral Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.
(cb) Each Grantor hereby authorizes and instructs each Investment Property Issuer of any Pledged Securities pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Administrative Collateral Agent in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Investment Property Issuer shall be fully protected in so complying, complying and (ii) upon the occurrence and during the continuance of an Event of Default, unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Pledged Securities directly to the Administrative Collateral Agent, to the extent such dividend or payment to the relevant Grantor is prohibited under this Agreement, the Indenture or the Credit Agreement.
Appears in 1 contract
Pledged Securities. Upon the occurrence and during the continuance of an Event of Default:
(a) Unless an Event All rights of Default shall have occurred Pledgor to receive the property which it would otherwise be authorized to receive and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent's intent to exercise its corresponding rights retain pursuant to Section 5.3(b)4.02 hereof ------------ shall cease, each Grantor shall be permitted to receive all dividends paid in respect of the Pledged Stock and all payments made in the ordinary course in respect of the Pledged Notes and all distributions in respect of the Pledge Partnership Interests and Pledged LLC Interests, to the extent permitted in the Credit Agreement, and to exercise all voting and corporate rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate right exercised or other action taken which, in the Administrative Agent's reasonable judgment, would materially impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Document.
(b) If an Event of Default shall occur and be continuing and the Administrative Agent shall give notice of its intent to exercise such rights to the relevant Grantor or Grantors, (i) the Administrative Agent shall thereupon become vested in Secured Party who shall thereupon have the sole right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities and make application thereof to the Obligations in hold as Collateral such order as the Administrative Agent may determine, and (ii) any or all of the Pledged Securities shall be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (x) all voting, corporate and other rights pertaining to such Pledged Securities at any meeting of shareholders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any Issuer, or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it and except to the extent resulting from the gross negligence or willful misconduct of the Administrative Agentproperty, but the Administrative Agent Secured Party shall have no duty to any Grantor to exercise any receive and hold such right, privilege or option property and shall not be responsible for any failure to do so or delay in so doing.
(b) All property which is received by Pledgor contrary to the provisions of this Section 6.06 shall be received in trust for the benefit of ------------ Secured Party, shall be segregated from other funds of Pledgor and shall be forthwith paid over to Secured Party as Collateral in the same form as so received (with any necessary endorsement).
(c) Each Grantor hereby authorizes Secured Party may exercise any and instructs each Issuer all rights of conversion, exchange, subscription or any other rights, privileges or options pertaining to any of the Pledged Securities as if it were the absolute owner thereof, including without limitation, the right to exchange at its discretion, any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other readjustment of the Issuers or upon the exercise by the Issuers or Secured Party of any right, privilege or option pertaining to any of the Pledged Securities, and in connection therewith, to deposit and deliver any and all of the Pledged Securities pledged by such Grantor hereunder to (i) comply with any instruction committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by it from it, but Secured Party shall have no duty to exercise any of the Administrative Agent in writing that (x) states that an Event of Default has occurred aforesaid rights, privileges or options and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without shall not be responsible for any other failure to do so or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected delay in so complying, doing.
(d) All rights of Pledgor to exercise the voting and (ii) upon the occurrence and during the continuance of an Event of Default, unless other consensual rights which Pledgor would otherwise expressly permitted hereby, pay any dividends or other payments be entitled to exercise pursuant to Section ------- 4.07 hereof with respect to the Pledged Securities directly issued by the Issuers shall ---- cease, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to the Administrative Agentexercise such voting and other consensual rights, but Secured Party shall have no duty to exercise any such voting or other consensual rights and shall not be responsible for any failure to do so or delay in so doing.
Appears in 1 contract
Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent's intent to exercise its corresponding rights pursuant to Section 5.3(b)continuing, each Grantor shall be permitted to (i) receive all cash dividends and other distributions paid in respect of the Pledged Stock and all payments made in the ordinary course in respect of the Pledged Notes and all distributions in respect of the Pledge Partnership Interests and Pledged LLC Interests, to the extent permitted in the DIP Credit Agreement, and (ii) to exercise all voting and corporate or other organizational rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate or other organizational right exercised or other action taken which, in which would reasonably be expected to materially and adversely affect the Administrative Agent's reasonable judgment, would materially impair rights inuring to a holder of any Pledged Securities or the rights and remedies of any of the Collateral Agent or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, other Secured Party under this Agreement or any other Loan DocumentDocument or the ability of the Secured Parties to exercise the same; provided, further, that the Collateral Agent shall execute and deliver to each Grantor, or cause to be executed and delivered to each Grantor, all such proxies, powers of attorney and other instruments as such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and corporate or other organizational rights it is entitled to exercise pursuant to sub-clause (ii) of this Section 6.3(a). For the avoidance of doubt, an exercise of voting and corporate or other organizational rights with respect to such Pledged Securities shall not be deemed to be material and adverse to any Person if such exercise is made in connection with a transaction not prohibited by the Loan Documents and the Orders.
(b) If an Event of Default shall occur and be continuing and the Administrative Agent shall give notice of its intent to exercise such rights subject to the relevant Grantor or GrantorsOrders, (i) the Administrative Collateral Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities and make application thereof to the Secured Obligations in such the order as set forth in Section 6.6; provided that after all Events of Default have been cured or waived and each applicable Grantor has delivered to the Administrative Agent may determinecertificates to that effect reasonably satisfactory to the Collateral Agent, the Collateral Agent shall, promptly after all such Events of Default have been cured or waived, repay to each applicable Grantor (without interest) all dividends, interest, principal or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of sub-clause (i) of Section 6.3(a) above and that remain, and (ii) the Agent shall have the right to cause any or all of the Pledged Securities shall to be registered in the name of the Administrative Collateral Agent or its nominee, and the Administrative Collateral Agent or its nominee may thereafter during the continuance of such Event of Default exercise (x) all voting, corporate and other rights pertaining to such Pledged Securities at any meeting of shareholders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion at the direction of the Required Lenders any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any Issuer, or upon the exercise by any Grantor or the Administrative Collateral Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Collateral Agent may reasonably determine), all without liability (except to account for property actually received by it and except to the extent liabilities resulting from the gross negligence or willful misconduct of the Administrative Collateral Agent) except to account for property actually received by it, but the Administrative Collateral Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doingdoing unless the Collateral Agent has given notice of its intent to exercise as set forth above; provided that after all Events of Default have been cured or waived and each applicable Grantor has delivered to the Administrative Agent certificates to that effect reasonably satisfactory to the Collateral Agent, all rights vested in the Collateral Agent pursuant to this paragraph shall cease, and the Grantors shall have the voting and corporate or other organizational rights they would otherwise be entitled to exercise pursuant to the terms of sub-clause (ii) of Section 6.3(a) above and the obligations of the Collateral Agent under the second proviso in Section 6.3(a) shall be in effect.
(c) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Securities pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Administrative Agent in writing without the consent of such Grantor or any other Person that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) upon the occurrence and during the continuance of after an Event of DefaultDefault has occurred and is continuing, unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Pledged Securities directly to the Administrative Collateral Agent.
Appears in 1 contract
Sources: Superpriority Senior Secured Debtor in Possession Credit Agreement (Revlon Consumer Products Corp)
Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent's ’s intent to exercise its corresponding rights pursuant to Section 5.3(b6.3(b), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Stock Securities and all payments made in the ordinary course in respect of the Pledged Notes and all distributions Notes, in respect of the Pledge Partnership Interests and Pledged LLC Interestseach case, to the extent permitted in not prohibited by the Credit Agreement, and to exercise all voting and corporate or other organizational rights with respect to the Pledged SecuritiesInvestment Property; provided, however, that no vote shall be cast or corporate or other organizational right exercised or other action taken which, in the Administrative Agent's reasonable judgment, that would materially impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Document.
(b) If an Event of Default shall occur and be continuing and the Administrative Agent shall give notice of its intent to exercise such rights to the relevant Grantor or Grantors, (i) the Administrative Agent shall have the right to receive any and all cash dividends, distributions, payments or other Proceeds paid in respect of the Pledged Securities Investment Property and make application thereof to the Secured Obligations in such order as the Administrative Agent may determineaccordance with Section 6.5, and (ii) any or all of the Pledged Securities Investment Property shall be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (x) all voting, corporate and other rights pertaining to such Pledged Securities the Investment Property at any meeting of shareholders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities the Investment 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 Securities Investment Property upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other organizational structure of any Issuer, or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Pledged Securitiesthe Investment Property, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities Investment Property with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it and except to the extent resulting from the gross negligence or willful misconduct of the Administrative Agentit, but the Administrative Agent shall have no duty to any Grantor 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) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Securities pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Administrative Agent in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) upon the occurrence and during the continuance of an Event of Default, unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Pledged Securities Investment Property directly to the Administrative Agent in accordance with such instruction. In furtherance of the foregoing, after receipt of such instruction, (i) each Issuer will comply with all instructions originated by the Administrative Agent directing it to transfer or redeem the Pledged Securities issued by such Issuer and all other directions originated by the Administrative Agent concerning the Pledged Securities issued by such Issuer (including, without limitation, directions to distribute to the Administrative Agent the proceeds of any such transfer or redemption or interest or dividends on the Pledged Securities issued by such Issuer) originated by the Administrative Agent, all without further consent by the Grantor or any other Person or (ii) the Issuer shall not comply with any instructions originated by the Grantor or any other Person to transfer or redeem the Pledged Securities issued by such Issuer or distribute to the Grantor any interest or dividends on the Pledged Securities.
Appears in 1 contract
Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuing exists and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent's ’s intent to exercise its corresponding rights pursuant to Section 5.3(b7.01(b), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Stock and all payments made Securities paid in the ordinary normal course in respect of business of the Pledged Notes and all distributions in respect of the Pledge Partnership Interests and Pledged LLC Interestsrelevant Issuer, to the extent permitted in the Credit Agreement, and to exercise all voting voting, corporate and corporate other rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate right exercised or other action taken which, in the Administrative Agent's reasonable judgment, would materially impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Document.
(b) If an Event of Default shall occur and be continuing and exists, then at any time in the Administrative Agent shall give Agent’s discretion without notice of its intent to exercise such rights to the relevant Grantor or Grantors(except as herein otherwise expressly provided), (i) the Administrative Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities and make application thereof to the Secured Obligations in such order as accordance with Section 10.02 of the Administrative Agent may determineCredit Agreement, and (ii) any or all of the Pledged Securities shall be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (xA) all voting, corporate and other rights pertaining to such Pledged Securities at any meeting of shareholders (or other equivalent body) of the relevant Issuer or Issuers or otherwise and (yB) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate organizational structure of any Issuer, or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it and except to the extent resulting from the gross negligence or willful misconduct of the Administrative Agentas otherwise set forth herein, but the Administrative Agent shall have no duty to any Grantor 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) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Securities pledged by such Grantor hereunder (and each Issuer party hereto hereby agrees) to (i) comply with any instruction received by it from the Administrative Agent in writing that (xA) states that an Event of Default has occurred and is continuing exists and (yB) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) upon the occurrence and during the continuance of an Event of Default, unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Pledged Securities directly to the Administrative Agent.
(d) If during the existence of an Event of Default the Issuer of any Pledged Securities is the subject of bankruptcy, insolvency, receivership, custodianship or other proceedings under the supervision of any Governmental Authority, then all rights of the Grantor in respect thereof to exercise the voting and other consensual rights which such Grantor would otherwise be entitled to exercise with respect to the Pledged Securities issued by such Issuer shall cease, and all such rights shall thereupon become vested in the Administrative Agent who shall thereupon have the sole right to exercise such voting and other consensual rights, but the Administrative Agent shall have no duty to exercise any such voting or other consensual rights and shall not be responsible for any failure to do so or delay in so doing.
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Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Collateral Agent shall have given notice to the relevant Grantor U.S. Borrower of the Administrative Collateral Agent's intent to exercise its corresponding rights pursuant to Section 5.3(b9(b), each Grantor the U.S. Borrower shall be permitted to receive all cash dividends paid in respect of the Pledged Stock and all payments made Securities paid in the ordinary normal course in respect of business of the Pledged Notes relevant Issuer and all distributions in respect of the Pledge Partnership Interests and Pledged LLC Interestsconsistent with past practice, to the extent permitted in the Credit Agreement, and to exercise all voting and corporate or other organizational rights with respect to the Pledged Securities; Securities provided, however, that no vote shall be cast or corporate or other organizational right exercised or other action taken which, in the Administrative Collateral Agent's reasonable judgment, would materially impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Document.
(b) If an Event of Default shall occur and be continuing and the Administrative Collateral Agent shall give notice of its intent to exercise such rights to the relevant Grantor or GrantorsU.S. Borrower, (i) the Administrative Collateral Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities and make application thereof to the Secured Obligations in such order as the Administrative Collateral Agent may determine, and (ii) subject to obtaining requisite consents which shall promptly be obtained by the U.S. Borrower,any or all of the Pledged Securities shall be registered in the name of the Administrative Collateral Agent or its nominee, and the Administrative Collateral Agent or its nominee may thereafter exercise (x) all voting, corporate and other rights pertaining to such Pledged Securities at any meeting of shareholders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other organizational structure of any Issuer, or upon the exercise by any Grantor the U.S. Borrower or the Administrative Collateral Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Collateral Agent may determine), all without liability except to account for property actually received by it and except to the extent resulting from the gross negligence or willful misconduct of the Administrative Agentit, but the Administrative Collateral Agent shall have no duty to any Grantor the U.S. 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) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Securities pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Administrative Agent in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) upon the occurrence and during the continuance of an Event of Default, unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Pledged Securities directly to the Administrative Agent.
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Pledged Securities. (a) Neither the Borrower nor any Grantor shall be permitted to receive any cash dividends paid in respect of the Pledged Securities except as may be permitted by the Credit Agreement or any payments made in respect of the Pledged Notes. Unless an Event of Default shall have occurred and be continuing and the Administrative Agent Secured Party shall have given notice to the Borrower or the relevant Grantor of the Administrative Agent's Secured Party’s intent to exercise its corresponding rights pursuant to Section 5.3(b)0, then the Borrower and each Grantor shall be permitted to receive all dividends paid in respect of have the Pledged Stock and all payments made in the ordinary course in respect of the Pledged Notes and all distributions in respect of the Pledge Partnership Interests and Pledged LLC Interests, to the extent permitted in the Credit Agreement, and right to exercise all voting and corporate or other organizational rights with respect to the Pledged SecuritiesInvestment Property; provided, however, that no vote shall be cast or corporate or other organizational right exercised or other action taken which, in the Administrative Agent's Secured Party’s commercially reasonable judgment, would materially impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Document.
(b) If an Event of Default shall occur and be continuing and the Administrative Agent Secured Party shall give notice of its intent to exercise such rights to the Borrower or the relevant Grantor or Grantors, (i) the Administrative Agent Secured Party shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities Investment Property and make application thereof to the Secured Obligations in such order as the Administrative Agent may determineaccordance with 04, and (ii) any or all of the Pledged Securities Investment Property shall be registered in the name of the Administrative Agent Secured Party or its nominee, and the Administrative Agent Secured Party or its nominee may thereafter exercise (x) all voting, corporate and other rights pertaining to such Pledged Securities Investment Property at any meeting of shareholders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities Investment 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 Securities Investment Property upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other organizational structure of any the relevant Issuer, or upon the exercise by the Borrower or any Grantor or the Administrative Agent Secured Party of any right, privilege or option pertaining to such Pledged SecuritiesInvestment Property, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities Investment Property with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent Secured Party may determine), all without liability except to account for property actually received by it and except to the extent resulting from the gross negligence or willful misconduct of the Administrative Agentit, but the Administrative Agent Secured Party shall have no duty to the Borrower or any Grantor 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) Each The Borrower and each Grantor hereby authorizes and instructs each Issuer of any Pledged Securities Investment Property pledged by the Borrower or such Grantor hereunder to (i) comply with any instruction received by it from the Administrative Agent Secured Party in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from the Borrower or such Grantor, and the Borrower and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) upon the occurrence and during the continuance of an Event of Default, unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Pledged Securities Investment Property directly to the Administrative AgentSecured Party.
Appears in 1 contract
Sources: Guarantee and Collateral Agreement (Hydrocarb Energy Corp)
Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor Pledgor of the Administrative Agent's ’s intent to exercise its corresponding rights pursuant to Section 5.3(b)5.02, each Grantor Pledgor shall be permitted to receive all cash dividends paid in respect of the Pledged Stock and all payments made Securities paid in the ordinary normal course in respect of business of the Pledged Notes and all distributions in respect of the Pledge Partnership Interests and Pledged LLC Interestsrelevant Issuer, to the extent permitted in the Credit Agreement, and to exercise all voting voting, consent and corporate rights with respect to the Pledged Securities; provided, however, that no vote shall be cast cast, consent given or corporate right exercised or other action taken which, in the Administrative Agent's reasonable judgment, by such Pledgor that would materially impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan DocumentDocument or, without the prior consent of the Administrative Agent, enable or permit any Issuer of Pledged Securities to issue any capital stock or to issue any other securities convertible into or granting the right to purchase or exchange for any capital stock of any Issuer of Pledged Securities other than as permitted by the Credit Agreement.
(b) If Upon the occurrence and during the continuance of an Event of Default shall occur and be continuing and Default, upon notice by the Administrative Agent shall give notice of its intent to exercise such rights to the relevant Grantor Pledgor or GrantorsPledgors, (i) the Administrative Agent shall have the right to receive any and all cash dividends, payments payments, Property or other Proceeds paid in respect of the Pledged Securities and make application thereof to the Obligations in such order as accordance with the Administrative Agent may determineCredit Agreement, and (ii) any or all of the Pledged Securities shall be registered in the name of the Administrative Agent or its nominee, and (iii) the Administrative Agent or its nominee may thereafter exercise (xA) all voting, consent, corporate and other rights pertaining to such Pledged Securities at any meeting of shareholders (or other equivalent body) of the relevant Issuer or Issuers or otherwise and (yB) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate organizational structure of any Issuer, or upon the exercise by any Grantor Pledgor or the Administrative Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property Property actually received by it and except to the extent resulting from the gross negligence or willful misconduct of the Administrative Agentit, but the Administrative Agent shall have no duty to any Grantor 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) In order to permit the Administrative Agent to exercise the voting and other consensual rights that it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that it may be entitled to receive hereunder, (i) each Pledgor shall promptly execute and deliver (or cause to be executed and delivered) to the Administrative Agent all such proxies, dividend payment orders and other instruments as the Administrative Agent may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, such Pledgor hereby grants to the Administrative Agent an irrevocable proxy to vote all or any part of the Pledged Securities and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Securities would be entitled (including giving or withholding written consents of shareholders calling special meetings of shareholders and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Securities on the record books of the Issuer thereof) by any other Person (including the Issuer of such Pledged Securities or any officer or agent thereof) upon the occurrence and during the continuance of an Event of Default and which proxy shall only terminate upon the payment in full in cash of the Obligations under the Credit Agreement.
(d) Each Grantor Pledgor hereby authorizes and instructs each Issuer of any Pledged Securities pledged by such Grantor Pledgor hereunder to (i) comply with any instruction received by it from the Administrative Agent in writing that (xA) states that an Event of Default has occurred and is continuing and (yB) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such GrantorPledgor, and each Grantor Pledgor agrees that each Issuer shall be fully protected in so complying, and (ii) upon the occurrence and during the continuance of an Event of Default, unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Pledged Securities directly to the Administrative Agent.
(e) Upon the occurrence and during the continuance of an Event of Default, if the Issuer of any Pledged Securities is the subject of bankruptcy, insolvency, receivership, custodianship or other proceedings under the supervision of any Governmental Authority, then all rights of each Pledgor in respect thereof to exercise the voting and other consensual rights which such Pledgor would otherwise be entitled to exercise with respect to the Pledged Securities issued by such Issuer shall cease, and all such rights shall thereupon become vested in the Administrative Agent who shall thereupon have the sole right to exercise such voting and other consensual rights, but the Administrative Agent shall have no duty to exercise any such voting or other consensual rights and shall not be responsible for any failure to do so or delay in so doing.
Appears in 1 contract
Sources: Pledge and Security Agreement (Universal Compression Holdings Inc)
Pledged Securities. Upon the occurrence and during the continuance of an Event of Default:
(a) Unless an Event of Default shall have occurred All dividends and be continuing and the Administrative Agent shall have given notice interest payments that are received by Pledgor contrary to the relevant Grantor provisions of the Administrative Agent's intent to exercise its corresponding rights pursuant to Section 5.3(b), each Grantor this Pledge Agreement shall be permitted received in trust for the benefit of Secured Party, shall be segregated from other funds of Pledgor and shall be forthwith paid over to receive all dividends paid in respect of the Pledged Stock and all payments made Secured Party as Collateral in the ordinary course in respect of the Pledged Notes and all distributions in respect of the Pledge Partnership Interests and Pledged LLC Interests, to the extent permitted in the Credit Agreement, and to exercise all voting and corporate rights same form as so received (with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate right exercised or other action taken which, in the Administrative Agent's reasonable judgment, would materially impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Documentnecessary indorsement).
(b) If an Event of Default shall occur and be continuing and the Administrative Agent shall give notice of its intent to Secured Party may exercise such rights to the relevant Grantor or Grantors, (i) the Administrative Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities and make application thereof to the Obligations in such order as the Administrative Agent may determine, and (ii) any or all of the Pledged Securities shall be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (x) all voting, corporate and other rights pertaining to such Pledged Securities at any meeting of shareholders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and exchange, subscription and or any other rights, privileges or options pertaining to such any of the Pledged Securities as if it were the absolute owner thereof (includingthereof, including without limitation, the right to exchange at its discretion discretion, any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure readjustment of any Issuer, issuer of such Pledged Securities or upon the exercise by any Grantor such issuer or the Administrative Agent Secured Party of any right, privilege or option pertaining to such any of the Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositarydepository, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent it may determine), all without liability except to account for property actually received by it and except to the extent resulting from the gross negligence or willful misconduct of the Administrative Agentit, but the Administrative Agent Secured Party shall have no duty to any Grantor to exercise any such rightof the aforesaid rights, privilege privileges or option options and shall not be responsible for any failure to do so or delay in so doing.
(c) Each Grantor hereby authorizes at the option of Secured Party and instructs each Issuer upon written notification thereof to Pledgor, all rights of any Pledged Securities pledged by such Grantor hereunder Pledgor to (i) comply with any instruction received by it from exercise the Administrative Agent in writing that (x) states that an Event of Default has occurred voting and is continuing and (y) is other consensual rights which Pledgor would otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) upon the occurrence and during the continuance of an Event of Default, unless otherwise expressly permitted hereby, pay any dividends or other payments entitled to exercise pursuant to SECTION 3.10 with respect to the Pledged Securities directly shall cease, and all such rights shall thereupon become vested in Secured Party who shall thereupon have the sole right to the Administrative Agentexercise such voting and other consensual rights, but Secured Party shall have no duty to exercise any such voting or other consensual rights and shall not be responsible for any failure to do so or delay in so doing.
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Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Collateral Agent shall have given notice to the relevant Grantor of the Administrative Collateral Agent's ’s intent to exercise its corresponding rights pursuant to Section 5.3(b7.01(b), each Grantor shall be permitted to receive all dividends paid in respect of the Pledged Stock and all payments made in the ordinary course in respect of the Pledged Notes and all distributions in respect of the Pledge Partnership Interests and Pledged LLC InterestsSecurities, to the extent permitted in the Credit AgreementIndenture, and to exercise all voting and corporate rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate right exercised or other action taken which, in the Administrative Agent's reasonable judgment, would materially impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Document.
(b) If Upon (i) the occurrence and during the continuance of an Event of Default shall occur and be continuing and (ii) delivery of written notice by the Administrative Collateral Agent shall give notice of its intent to exercise such rights to the relevant Grantor or GrantorsCompany, with a copy to the issuer of equity interests owned by any Grantor, directing the Grantors to refrain from voting those equity interests, (i) the Administrative Collateral Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities and make application thereof to the Secured Obligations in such order as accordance with Section 10.02 of the Administrative Agent may determineIndenture, and (ii) any or all of the Pledged Securities shall be registered in the name of the Administrative Collateral Agent or its nominee, and the Administrative Collateral Agent or its nominee may thereafter exercise (xA) all voting, corporate and other rights pertaining to such Pledged Securities at any meeting of shareholders (or other equivalent body) of the relevant Issuer or Issuers or otherwise and (yB) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate organizational structure of any Issuer, or upon the exercise by any Grantor or the Administrative Collateral Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Collateral Agent may determine), all without liability except to account for property actually received by it and except to the extent resulting from the gross negligence or willful misconduct of the Administrative Agentit, but the Administrative Collateral Agent shall have no duty to any Grantor 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) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Securities pledged by such Grantor hereunder (and each Issuer party hereto hereby agrees) to (i) comply with any instruction received by it from the Administrative Collateral Agent in writing that (xA) states that an Event of Default has occurred and is continuing and (yB) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) upon the occurrence and during the continuance of an Event of Default, unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Pledged Securities directly to the Administrative Collateral Agent.
(d) After the occurrence and during the continuation of an Event of Default, if the Company of any Pledged Securities is the subject of bankruptcy, insolvency, receivership, custodianship or other proceedings under the supervision of any Governmental Authority, then all rights of the Grantor in respect thereof to exercise the voting and other consensual rights which such Grantor would otherwise be entitled to exercise with respect to the Pledged Securities issued by such Issuer shall cease, and all such rights shall thereupon become vested in the Collateral Agent who shall thereupon have the sole right to exercise such voting and other consensual rights, but the Collateral Agent shall have no duty to exercise any such voting or other consensual rights and shall not be responsible for any failure to do so or delay in so doing.
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Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor Pledgor of the Administrative Agent's ’s intent to exercise its corresponding rights pursuant to Section 5.3(b8.02(b), each Grantor Pledgor shall be permitted to receive all cash dividends paid in respect of the Pledged Stock and all payments made in the ordinary course in respect of the Pledged Notes and all distributions in respect of the Pledge Partnership Interests and Pledged LLC InterestsSecurities, to the extent permitted in the Credit Agreement, and to exercise all voting voting, consent and corporate corporate, partnership or limited liability rights with respect to the Pledged Securities; provided, however, that no vote shall be cast cast, consent given or corporate right exercised or other action taken which, in the Administrative Agent's reasonable judgment, by such Pledgor that would materially impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Document. Notwithstanding the foregoing, any sums paid upon or in respect of any Pledged Securities upon the liquidation or dissolution of any issuer of any Pledged Securities or any property (other than cash or cash equivalents, but, for the avoidance of doubt, only if an Event of Default has not occurred and is continuing) distributed upon or with respect to any Pledged Securities shall, unless otherwise subject to a perfected security interest in favor of the Administrative Agent, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations. If any sum of money so paid upon liquidation or dissolution or any property so distributed in respect of any Pledged Securities shall be received by such Pledgor, such Pledgor shall, until such money or property is paid or delivered to the Administrative Agent, hold such money or property in trust for the Administrative Agent, segregated from other funds of such Pledgor, as additional security for the Obligations.
(b) If Upon the occurrence and during the continuance of an Event of Default shall occur and be continuing and Default, upon notice by the Administrative Agent shall give notice of its intent to exercise such rights to the relevant Grantor Pledgor or GrantorsPledgors, (i) the Administrative Agent shall have the right to receive any and all cash dividends, payments payments, Property or other Proceeds paid in respect of the Pledged Securities and make application thereof to the Borrower Obligations in such order as accordance with Section 10.02(c) of the Administrative Agent may determineCredit Agreement, and (ii) any or all of the Pledged Securities shall be registered in the name of the Administrative Agent or its nominee, and (iii) the Administrative Agent or its nominee may thereafter exercise (xA) all voting, corporate consent, corporate, partnership or limited liability and other rights pertaining to such Pledged Securities at any meeting of shareholders shareholders, partners or members (or other equivalent body), as the case may be, of the relevant Issuer or Issuers or otherwise and (yB) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate organizational structure of any Issuer, or upon the exercise by any Grantor Pledgor or the Administrative Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property Property actually received by it and except to the extent resulting from the gross negligence or willful misconduct of the Administrative Agentit, but the Administrative Agent shall have no duty to any Grantor 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) Solely for the purposes of permitting the Administrative Agent to exercise the voting and other consensual rights that it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that it may be entitled to receive hereunder, (i) each Pledgor shall promptly execute and deliver (or cause to be executed and delivered) to the Administrative Agent all such proxies, dividend payment orders and other instruments as the Administrative Agent may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, such Pledgor hereby grants to the Administrative Agent an irrevocable proxy to vote all or any part of the Pledged Securities and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Securities would be entitled (including giving or withholding written consents of shareholders, partners or members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Securities on the record books of the Issuer thereof) by any other Person (including the Issuer of such Pledged Securities or any officer or agent thereof) upon the occurrence and during the continuance of an Event of Default and which proxy shall only terminate upon the payment in full in cash of the Obligations.
(d) Each Grantor Pledgor hereby authorizes and instructs each Issuer of any Pledged Securities pledged by such Grantor hereunder Pledgor hereunder, and the Borrower hereby agrees with respect to Parent’s pledge of Pledged Securities comprised of Equity Interests in the Borrower hereunder, and each Subsidiary of the Borrower hereby agrees with respect to the Borrower’s pledge of Pledged Securities comprised of Equity Interests in such Subsidiary hereunder, to (i) comply with any instruction received by it from the Administrative Agent in writing that (xA) states that an Event of Default has occurred and is continuing and (yB) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such GrantorPledgor, and each Grantor Pledgor agrees that each Issuer shall be fully protected in so complying, and (ii) upon the occurrence and during the continuance of an Event of Default, unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Pledged Securities directly to the Administrative Agent.
Appears in 1 contract
Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent's ’s intent to exercise its corresponding rights pursuant to Section 5.3(b7.01(b), each Grantor shall be permitted to receive all dividends paid in respect of the Pledged Stock and all payments made in the ordinary course in respect of the Pledged Notes and all distributions in respect of the Pledge Partnership Interests and Pledged LLC InterestsSecurities, to the extent permitted in the Credit Loan Agreement, and to exercise all voting and corporate rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate right exercised or other action taken which, in the Administrative Agent's reasonable judgment, would materially impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Document.
(b) If Upon (i) the occurrence and during the continuance of an Event of Default shall occur and be continuing and (ii) delivery of written notice by the Administrative Agent shall give notice of its intent to exercise such rights to the relevant Grantor or GrantorsBorrower, with a copy to the issuer of Equity Interests owned by any Grantor, directing the Grantors to refrain from voting those Equity Interests, (i) the Administrative Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities and make application thereof to the Secured Obligations in such order as accordance with Section 10.02 of the Administrative Agent may determineLoan Agreement, and (ii) any or all of the Pledged Securities shall be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (xA) all voting, corporate and other rights pertaining to such Pledged Securities at any meeting of shareholders (or other equivalent body) of the relevant Issuer or Issuers or otherwise and (yB) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate organizational structure of any Issuer, or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it and except to the extent resulting from the gross negligence or willful misconduct of the Administrative Agentit, but the Administrative Agent shall have no duty to any Grantor 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) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Securities pledged by such Grantor hereunder (and each Issuer party hereto hereby agrees) to (i) comply with any instruction received by it from the Administrative Agent in writing that (xA) states that an Event of Default has occurred and is continuing and (yB) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) upon the occurrence and during the continuance of an Event of Default, unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Pledged Securities directly to the Administrative Agent.
(d) After the occurrence and during the continuation of an Event of Default, if the Issuer of any Pledged Securities is the subject of bankruptcy, insolvency, receivership, custodianship or other proceedings under the supervision of any Governmental Authority, then all rights of the Grantor in respect thereof to exercise the voting and other consensual rights which such Grantor would otherwise be entitled to exercise with respect to the Pledged Securities issued by such Issuer shall cease, and all such rights shall thereupon become vested in the Administrative Agent who shall thereupon have the sole right to exercise such voting and other consensual rights, but the Administrative Agent shall have no duty to exercise any such voting or other consensual rights and shall not be responsible for any failure to do so or delay in so doing.
Appears in 1 contract
Sources: Guarantee and Collateral Agreement (Dune Energy Inc)
Pledged Securities. (a) Unless an Event of a Priority Lien Debt Default shall have occurred and be continuing and the Administrative Collateral Agent shall have given notice to the relevant Grantor of the Administrative Collateral Agent's ’s intent to exercise its corresponding rights pursuant to Section 5.3(b7.01(b), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Stock and all payments made in the ordinary course in respect of the Pledged Notes and all distributions in respect of the Pledge Partnership Interests and Pledged LLC InterestsSecurities, to the extent permitted in the Credit AgreementPriority Lien Documents, and to exercise all voting and corporate rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate right exercised or other action taken which, in the Administrative Agent's reasonable judgment, would materially impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Document.
(b) If an Event of a Priority Lien Debt Default shall occur and be continuing continuing, then at any time in the Collateral Agent’s discretion without notice, and the Administrative Agent shall give notice of its intent to exercise such rights subject to the relevant Grantor or Grantorsterms and conditions in the Collateral Agency Agreement, (i) the Administrative Collateral Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities and make application thereof to the Obligations in such order as accordance with Section 3.4 of the Administrative Agent may determineCollateral Agency Agreement, and (ii) any or all of the Pledged Securities shall be registered in the name of the Administrative Collateral Agent or its nominee, and the Administrative Collateral Agent or its nominee may thereafter exercise (x) all voting, corporate and other rights pertaining to such Pledged Securities at any meeting of shareholders (or other equivalent body) of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate organizational structure of any Issuer, or upon the exercise by any Grantor or the Administrative Collateral Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Collateral Agent may determine), all without liability except to account for property Property actually received by it and except to the extent resulting from the gross negligence or willful misconduct of the Administrative Agentit, but the Administrative Collateral Agent shall have no duty to any Grantor 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) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Securities pledged by such Grantor hereunder (and each Issuer party hereto hereby agrees) to (i) comply with any instruction received by it from the Administrative Collateral Agent in writing that (x) states that an Event of a Priority Lien Debt Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) upon the occurrence and during the continuance of an Event of Default, unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Pledged Securities directly to the Administrative Collateral Agent.
(d) After the occurrence and during the continuation of a Priority Lien Debt Default, if the Issuer of any Pledged Securities is the subject of bankruptcy, insolvency, receivership, custodianship or other proceedings under the supervision of any Governmental Authority, then all rights of the Grantor in respect thereof to exercise the voting and other consensual rights which such Grantor would otherwise be entitled to exercise with respect to the Pledged Securities issued by such Issuer shall cease, and all such rights shall thereupon become vested in the Collateral Agent who shall thereupon have the sole right to exercise such voting and other consensual rights, but the Collateral Agent shall have no duty to exercise any such voting or other consensual rights and shall not be responsible for any failure to do so or delay in so doing.
Appears in 1 contract
Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent's ’s intent to exercise its corresponding rights pursuant to Section 5.3(b7.01(b), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Stock and all payments made Securities paid in the ordinary normal course in respect of business of the Pledged Notes and all distributions in respect of the Pledge Partnership Interests and Pledged LLC Interestsrelevant Issuer, to the extent permitted in the Credit Agreement, and to exercise all voting and corporate other rights of ownership with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate right exercised or other action taken which, in the Administrative Agent's reasonable judgment, would materially impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Document.
(b) If an Event of Default shall occur and be continuing and continuing, the Administrative Agent shall give notice to the relevant Grantor of its intent to exercise such rights to the relevant Grantor or Grantorsrights, (i) the Administrative Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities and make application thereof to the Obligations in such order as accordance with Section 10.02 of the Administrative Agent may determineCredit Agreement, and (ii) any or all of the Pledged Securities shall be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (x) all voting, corporate voting and other rights of ownership pertaining to such Pledged Securities at any meeting of shareholders (or other equivalent body) of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate organizational structure of any Issuer, or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it and except to the extent resulting from the gross negligence or willful misconduct of the Administrative Agentit, but the Administrative Agent shall have no duty to any Grantor 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) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Securities pledged by such Grantor hereunder (and each Issuer party hereto hereby agrees) to (i) comply with any instruction received by it from the Administrative Agent in writing that (xA) states that an Event of Default has occurred and is continuing and (yB) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) upon the occurrence and during the continuance of an Event of Default, unless otherwise expressly permitted hereby, at any time that an Event of Default exists, pay any dividends or other payments with respect to the Pledged Securities directly to the Administrative Agent.
(d) After the occurrence and during the continuation of an Event of Default, if the Issuer of any Pledged Securities is the subject of bankruptcy, insolvency, receivership, custodianship or other proceedings under the supervision of any Governmental Authority, then all rights of the Grantor in respect thereof to exercise the voting and other consensual rights which such Grantor would otherwise be entitled to exercise with respect to the Pledged Securities issued by such Issuer shall cease, and all such rights shall thereupon become vested in the Administrative Agent who shall thereupon have the sole right to exercise such voting and other consensual rights, but the Administrative Agent shall have no duty to exercise any such voting or other consensual rights and shall not be responsible for any failure to do so or delay in so doing.
Appears in 1 contract
Sources: Guaranty and Collateral Agreement (Starboard Resources, Inc.)
Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent's ’s intent to exercise its corresponding rights pursuant to Section 5.3(b8.01(b), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Stock and all payments made Securities paid in the ordinary normal course in respect of business of the Pledged Notes and all distributions in respect of the Pledge Partnership Interests and Pledged LLC Interestsrelevant Issuer, to the extent permitted in the Credit Agreement, and to exercise all voting and corporate rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate right exercised or other action taken which, in the Administrative Agent's reasonable judgment, would materially impair the Collateral or which would be inconsistent with or result in any violation of any provision .
(b) Subject to Article XI of the Credit Agreement, this Agreement or any other Loan Document.
(b) If if an Event of Default shall occur and be continuing and continuing, then at any time in the Administrative Agent shall give notice of its intent to exercise such rights to the relevant Grantor or GrantorsAgent’s discretion without notice, (i) the Administrative Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities and make application thereof to the Obligations in such order as accordance with Section 10.02 of the Administrative Agent may determineCredit Agreement, and (ii) any or all of the Pledged Securities shall be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (x) all voting, corporate and other rights pertaining to such Pledged Securities at any meeting of shareholders (or other equivalent body) of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate organizational structure of any Issuer, or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it and except to the extent resulting from the gross negligence or willful misconduct of the Administrative Agentit, but the Administrative Agent shall have no duty to any Grantor 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) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Securities pledged by such Grantor hereunder (and each Issuer party hereto hereby agrees) to (i) comply with any written instruction received by it from the Administrative Agent in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) upon the occurrence and during the continuance of an Event of Default, unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Pledged Securities directly to the Administrative Agent.
(d) After the occurrence and during the continuation of an Event of Default, if the Issuer of any Pledged Securities is the subject of bankruptcy, insolvency, receivership, custodianship or other proceedings under the supervision of any Governmental Authority, then all rights of the Grantor in respect thereof to exercise the voting and other consensual rights which such Grantor would otherwise be entitled to exercise with respect to the Pledged Securities issued by such Issuer shall cease, and all such rights shall thereupon become vested in the Administrative Agent who shall thereupon have the sole right to exercise such voting and other consensual rights, but the Administrative Agent shall have no duty to exercise any such voting or other consensual rights and shall not be responsible for any failure to do so or delay in so doing.
Appears in 1 contract
Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Collateral Agent shall have given notice to the relevant Grantor of the Administrative Collateral Agent's ’s intent to exercise its corresponding rights pursuant to Section 5.3(b6.3(b), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Stock Equity Interests and all payments made in the ordinary course in respect of the Pledged Notes and all distributions Notes, in respect each case paid in the normal course of business of the Pledge Partnership Interests relevant Issuer and Pledged LLC Interestsconsistent with past practice, to the extent permitted in the Credit Agreement, and to exercise all voting and corporate rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate or other ownership right exercised or other action taken which, in the Administrative Collateral Agent's ’s reasonable judgment, would materially impair the Pledged Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Document.
(b) If an Event of Default shall occur and be continuing continuing: (i) all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Administrative Collateral Agent who shall thereupon have the sole right, but shall be under no obligation, to exercise or refrain from exercising such voting and other consensual rights and (ii) the Collateral Agent shall give have the right, without notice to any Grantor, to transfer all or any portion of the Investment Property to its name or the name of its intent nominee or agent; provided, however, that the Collateral Agent will not have the right to exercise vote, to give consents, ratifications or waivers or to take any other action with respect to the Equity Interests of any Applicable Subsidiary to the extent that such rights action would require prior regulatory approval under the applicable Requirements of Law, unless such approval shall have been granted, and, provided, further, that the right of the Collateral Agent to sell or otherwise dispose of the Equity Interests of any Applicable Subsidiary shall be subject to the Collateral Agent or the relevant Grantor obtaining, to the extent necessary under applicable Requirements of Law, the prior approval of such sale or Grantorsother disposition by the Governmental Authority having jurisdiction with respect to such Applicable Subsidiary. In addition, (i) the Administrative Collateral Agent shall have the right at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Property for certificates or instruments of smaller or larger denominations. In order to permit the Collateral Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive any all dividends and all cash dividends, payments other distributions which it may be entitled to receive hereunder each Grantor shall promptly execute and deliver (or other Proceeds paid in respect of the Pledged Securities cause to be executed and make application thereof delivered) to the Obligations in such order Collateral Agent all proxies, dividend payment orders and other instruments as the Administrative Collateral Agent may determine, from time to time reasonably request and (ii) any or all of each Grantor acknowledges that the Pledged Securities shall be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (x) all voting, corporate and other rights pertaining to such Pledged Securities at any meeting of shareholders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any Issuer, or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Collateral Agent may determine), all without liability except to account for property actually received by it and except to utilize the extent resulting from the gross negligence or willful misconduct power of the Administrative Agent, but the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doingattorney set forth herein.
(c) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Securities pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Administrative Collateral Agent in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) upon any such instruction following the occurrence and during the continuance of an Event of Default, unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Investment Property, including Pledged Securities Securities, directly to the Administrative Collateral Agent.
Appears in 1 contract
Sources: Credit Agreement (Affirmative Insurance Holdings Inc)
Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent's intent to exercise its corresponding rights pursuant to Section 5.3(b), each Grantor shall be permitted to receive all dividends paid in respect All of the Pledged Stock Securities are duly authorized, validly issued, fully paid and all payments made in non-assessable, and are owned and held by the ordinary course in respect Pledgors, as applicable, free and clear of any Liens, other than those created pursuant to this Credit Agreement, the Senior Facility Credit Agreement and the Seer P&A Facility Credit Agreement. There are no restrictions on the transfer of the Pledged Notes and all distributions in respect Securities other than as a result of the Pledge Partnership Interests and Pledged LLC Interests, to the extent permitted in the this Credit Agreement, the Senior Facility Credit Agreement and to exercise all voting and corporate rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate right exercised or other action taken which, in the Administrative Agent's reasonable judgment, would materially impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Seer P&A Facility Credit Agreement, this Agreement or Applicable Law, including any other Loan Documentsecurities laws and the regulations promulgated thereunder. The Pledged Securities are owned by the Persons specified on Schedule 3.7(a).
(b) If an Event of Default shall occur and be continuing and the Administrative Agent shall give notice of its intent to exercise such rights to the relevant Grantor or Grantors, There are no (i) outstanding rights, warrants, options, conversion or similar rights currently outstanding with respect to, and no agreements to purchase or otherwise acquire, any shares of the Administrative Agent shall have the right to receive any and all cash dividends, payments capital stock or other Proceeds paid in respect Equity Interests of any issuer of any of the Pledged Securities and make application thereof to the Obligations in such order as the Administrative Agent may determineSecurities, and or (ii) securities or obligations of any kind convertible into any shares of the capital stock or all other Equity Interests of any issuer of any of the Pledged Securities shall be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (x) all voting, corporate and other rights pertaining to such Pledged Securities at any meeting of shareholders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any Issuer, or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it and except to the extent resulting from the gross negligence or willful misconduct of the Administrative Agent, but the Administrative Agent shall have no duty to any Grantor 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) Each Grantor hereby authorizes and instructs each Issuer Article 10 creates in favor of any Pledged Securities pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Administrative Agent in writing that (x) states that an Event on behalf of Default has occurred the Secured Parties), a valid, binding and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantorenforceable security interest in, and each Grantor agrees that each Issuer shall be fully protected Lien upon, all right, title and interest of the Pledgors in so complying, and (ii) upon the occurrence and during the continuance of an Event of Default, unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Pledged Securities directly Collateral and upon delivery to the Administrative AgentAgent of the definitive instruments (if any and subject to the Subordination Agreement) representing all Pledged Securities, accompanied by undated stock powers (or any comparable document for non-corporate entities to the extent certificated), duly endorsed or executed in blank by the appropriate Pledgor, shall constitute a fully perfected first priority security interest and Lien upon all right, title and interest of the Pledgors in such Pledged Collateral if certificated, prior to all Liens and, if not so certificated, prior to all Liens other than Specified Permitted Encumbrances.
Appears in 1 contract
Sources: Subordination and Intercreditor Agreement (Eros International PLC)
Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent Collateral Agent, subject to the terms of the Second Lien Intercreditor Agreement, shall have given notice to the relevant Grantor Grantors of the Administrative Collateral Agent's ’s intent to exercise its corresponding rights pursuant to Section 5.3(b6.01(b), each Grantor the Grantors shall be permitted to receive all cash dividends paid in respect of the Pledged Stock and all payments made Securities paid in the ordinary normal course in respect of business of the Pledged Notes and all distributions in respect of the Pledge Partnership Interests and Pledged LLC Interestsrelevant Issuer, to the extent permitted in the Credit Agreement, and to exercise all voting and corporate rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate right exercised or other action taken which, in the Administrative Agent's reasonable judgment, would materially impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Document.
(b) If an Event of Default shall occur and be continuing and continuing, then at any time in the Administrative Agent shall give notice of its intent to exercise such rights Collateral Agent’s discretion, subject to the relevant Grantor or Grantorsterms of the Second Lien Intercreditor Agreement, without notice, (i) the Administrative Collateral Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities and make application thereof to the Secured Obligations in such order as accordance with the Administrative Agent may determineterms and provisions of Section 10.02(c) of the Credit Agreement, and (ii) any or all of the Pledged Securities shall be registered in the name of the Administrative Agent Collateral Agent, for the ratable benefit of the Secured Parties, or its nominee, and the Administrative Collateral Agent or its nominee may thereafter exercise (x) all voting, corporate and other rights pertaining to such Pledged Securities at any meeting of shareholders (or other equivalent body) of the relevant Pledged Security Issuer or Pledged Security Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate organizational structure of any Pledged Security Issuer, or upon the exercise by any Grantor or the Administrative Collateral Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Collateral Agent may determine), all without liability except to account for property actually received by it and except to the extent resulting from the gross negligence or willful misconduct of the Administrative Agentit, but the Administrative Collateral Agent shall have no duty to any Grantor 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) Each Grantor hereby authorizes and instructs each Pledged Security Issuer of any Pledged Securities pledged by such Grantor hereunder (and each Pledged Security Issuer party hereto hereby agrees) to (i) comply with any instruction received by it from the Administrative Collateral Agent in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement and the Second Lien Intercreditor Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Pledge Security Issuer shall be fully protected in so complying, and (ii) upon the occurrence and during the continuance of an Event of Default, unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Pledged Securities directly to the Administrative Collateral Agent, for the ratable benefit of the Secured Parties, subject to the terms of the Second Lien Intercreditor Agreement.
(d) After the occurrence and during the continuation of an Event of Default, if the Pledged Security Issuer of any Pledged Securities is the subject of bankruptcy, insolvency, receivership, custodianship or other proceedings under the supervision of any Governmental Authority, then all rights of Grantors, or any of them, in respect thereof to exercise the voting and other consensual rights which such Grantor would otherwise be entitled to exercise with respect to the Pledged Securities issued by such Pledged Security Issuer shall cease, and all such rights shall thereupon, subject to the terms of the Second Lien Intercreditor Agreement, become vested in the Collateral Agent, for the ratable benefit of the Secured Parties, who shall thereupon have the sole right to exercise such voting and other consensual rights, but the Collateral Agent shall have no duty to exercise any such voting or other consensual rights and shall not be responsible for any failure to do so or delay in so doing.
Appears in 1 contract
Sources: Security Agreement (Black Elk Energy Finance Corp.)
Pledged Securities. (a) Unless an Event Where the Seller is unable to deliver the certificates or instruments representing the Purchased Securities because the Purchased Securities have been pledged as security for bona fide indebtedness of Default shall have occurred and be continuing and the Administrative Agent shall have given notice Seller, the Purchaser may, instead of paying the amount of the Purchase Price into a special bank account as provided in Section 4.12(d), pay all or a portion of the Purchase Price to the relevant Grantor credit of the Administrative Agent's intent Seller to exercise its corresponding rights pursuant to Section 5.3(b), each Grantor shall be permitted to receive all dividends paid in respect of discharge the Pledged Stock and all payments made in the ordinary course in respect of the Pledged Notes and all distributions in respect of the Pledge Partnership Interests and Pledged LLC Interests, to the extent permitted in the Credit Agreement, indebtedness secured thereby and to exercise all voting and corporate rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate right exercised or other action taken which, in the Administrative Agent's reasonable judgment, would materially impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Document.
(b) If an Event of Default shall occur and be continuing and the Administrative Agent shall give notice of its intent to exercise such rights to the relevant Grantor or Grantors, (i) the Administrative Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities and make application thereof to the Obligations in such order as the Administrative Agent may determine, and (ii) any or all of the Pledged Securities shall be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (x) all voting, corporate and other rights pertaining to such Pledged Securities at any meeting of shareholders obtain a release of the relevant Issuer security interest. Any such payment by the Purchaser shall constitute a complete discharge of the Purchaser’s obligation to pay to the Seller all or Issuers or otherwise and (y) any and all rights the relevant portion, as the case may be, of conversion, exchange and subscription and any other rights, privileges or options pertaining the Purchase Price. If the Purchaser pays only a portion of the Purchase Price to such Pledged Securities as if it were a creditor of the absolute owner thereof (including, without limitationSeller pursuant to this Section 4.12(g), the right Purchaser shall be entitled to exchange at its discretion any and all deposit an amount equal to the balance of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any Issuer, or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to Purchase Price into a special bank account for property actually received by it and except to the extent resulting from the gross negligence or willful misconduct of the Administrative Agent, but the Administrative Agent shall have no duty to any Grantor 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) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Securities pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Administrative Agent in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms provisions of Section 4.12(d) and the provisions of Section 4.12(d) shall apply, mutatis mutandis, to the portion of the Purchase Price so deposited. If, following any payment by the Purchaser to a creditor of the Seller pursuant to this AgreementSection 4.12(g), without the balance, if any, of the Purchase Price is either paid to the Seller or deposited in a special bank account as provided in Section 4.10(d), then, from and after the date of the last to occur of such payment and such deposit, and even though the certificates or instruments representing the Purchased Securities may not have been delivered to the Purchaser, the purchase and sale of the Purchased Securities shall be deemed to have been fully completed and all right, title, benefit, and interest, both at law and in equity, in and to the Purchased Securities shall be conclusively deemed to have been transferred and assigned to and become vested in the Purchaser and all right, title, benefit, and interest, both at law and in equity, of the Seller or of any transferee, assignee, or any other person claiming any interest, legal or further instructions from such Grantorequitable, and each Grantor agrees that each Issuer therein or thereto through the Seller shall be fully protected in so complying, and (ii) upon the occurrence and during the continuance of an Event of Default, unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Pledged Securities directly to the Administrative Agentcease.
Appears in 1 contract
Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent's intent to exercise its corresponding rights pursuant to Section 5.3(b6.1(b), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Stock and all payments made Securities in each case paid in the ordinary normal course in respect of business of the Pledged Notes relevant Issuer and all distributions in respect of the Pledge Partnership Interests and Pledged LLC Interestsconsistent with past practice, to the extent permitted in the Credit Agreement, and to exercise all voting and corporate rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate right exercised or other action taken which, in the Administrative Agent's reasonable judgment, which would materially impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Document.
(b) If an Event of Default shall occur and be continuing and the Administrative Agent shall give notice of its intent to exercise such rights to the relevant Grantor or Grantors, (i) the Administrative Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities and make application thereof to the Obligations in such order as the Administrative Agent may determine, and (ii) any or all of the Pledged Securities shall be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (x) all voting, corporate and other rights pertaining to such Pledged Securities at any meeting of shareholders of the relevant 129 13 Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any Issuer, or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it and except to the extent resulting from the gross negligence or willful misconduct of the Administrative Agentit, but the Administrative Agent shall have no duty to any Grantor 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) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Securities pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Administrative Agent in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) upon the occurrence and during the continuance of an Event of Default, unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Pledged Securities directly to the Administrative Agent.
Appears in 1 contract
Sources: Credit and Participation Agreement (Loral Space & Communications LTD)
Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Collateral Agent shall have given notice to the relevant Grantor of the Administrative Collateral Agent's intent to exercise its corresponding rights pursuant to Section 5.3(b6.3(b), each Grantor shall be permitted to receive all cash dividends or distributions or other amounts paid in respect of the Pledged Stock and all payments made in the ordinary course in respect of the Pledged Notes and Stock, all distributions in respect of the Pledge Pledged Partnership Interests and all payments made in respect of the Pledged LLC InterestsNotes, in each case paid in the normal course of business of the relevant Issuer and consistent with past practice, to the extent permitted in the Credit Agreement, and to exercise all voting and corporate and partnership rights with respect to the Pledged Securities; providedPROVIDED, howeverHOWEVER, that no vote shall be cast or corporate or partnership right exercised or other action taken which, in the Administrative Collateral Agent's reasonable judgment, would materially impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Credit Document.
(b) If an Event of Default shall occur and be continuing and the Administrative Collateral Agent shall give notice of its intent to exercise such rights to the relevant Grantor or Grantors, (i) the Administrative Collateral Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities and make application thereof to the Obligations in such order as the Administrative Collateral Agent may determine, and (ii) any or all of the Pledged Securities shall be registered in the name of the Administrative Collateral Agent or its nominee, and the Administrative Collateral Agent or its nominee may thereafter exercise (x) all voting, corporate corporate, partnership and other rights pertaining to such Pledged Securities at any meeting of shareholders or partners (as the case may be) of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or partnership structure (as the case may be) of any Issuer, or upon the exercise by any Grantor or the Administrative Collateral Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Collateral Agent may determine), all without liability except to account for property actually received by it and except to the extent resulting from the gross negligence or willful misconduct of the Administrative Agentit, but the Administrative Collateral Agent shall have no duty to any Grantor 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) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Securities pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Administrative Collateral Agent in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) upon the occurrence and during the continuance of an Event of Default, unless otherwise expressly permitted hereby, pay any dividends dividends, distributions or other payments with respect to the Pledged Securities directly to the Administrative Collateral Agent.
Appears in 1 contract
Sources: Guarantee and Collateral Agreement (Bally Total Fitness Holding Corp)
Pledged Securities. (a) Unless an Event In the case of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent's intent to exercise its corresponding rights pursuant to Section 5.3(b), each Grantor shall be permitted to receive all dividends paid in respect of the Pledged Stock and all payments made in the ordinary course in respect of the Pledged Notes and all distributions in respect of the Pledge Partnership Interests and Pledged LLC Interests, to the extent permitted in the Credit Agreement, and to exercise all voting and corporate rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate right exercised or other action taken which, in the Administrative Agent's reasonable judgment, would materially impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Document.:
(b) If an Event of Default shall occur and be continuing and the Administrative Agent shall give notice of its intent to exercise such rights to the relevant Grantor or Grantors, (i) On or prior to the Administrative Agent shall have Closing, Parent will be the right to receive any and all cash dividends, payments or other Proceeds paid in respect owner of the Pledged Securities free and make application thereof to clear of any lien, mortgage, pledge, charge, security interest or other encumbrance, except any lien released concurrently with the Obligations in such order as the Administrative Agent may determine, and (ii) any or all disposition of the Pledged Securities shall be registered in by Parent.
(ii) On the name of Closing date, upon the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (x) all voting, corporate and other rights pertaining to such Pledged Securities at any meeting of shareholders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all transfer of the Pledged Securities upon to Subsidiary, Subsidiary will be the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any Issuer, or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all owner of the Pledged Securities with free and clear of any committeelien, depositarymortgage, transfer agentpledge, registrar charge, security interest or other designated agency upon such terms encumbrance, except the lien of this Agreement and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it Funding Note and except to any lien released concurrently with the extent resulting from the gross negligence or willful misconduct acquisition of the Administrative AgentPledged Securities by Subsidiary; and at the time of the Closing, but Fr▇▇▇▇▇ ▇ac shall be the Administrative Agent shall have no duty to any Grantor to exercise any pledgee of such right, privilege or option and shall not be responsible for any failure to do so or delay in so doingPledged Securities.
(ciii) Each Grantor hereby authorizes Subsidiary will acquire the Pledged Securities in good faith and instructs each Issuer without notice of any adverse liens or claims, including, any federal tax liens or liens arising under the Employee Retirement Income Security Act of 1974, as amended. No portion of the Pledged Securities pledged will have been purchased by such Grantor hereunder the Subsidiary with collateral or proceeds of collateral subject to the security interest of any third party.
(iiv) comply with any instruction received by it from the Administrative Agent in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) upon the occurrence and during the continuance of an Event of Default, unless otherwise expressly permitted hereby, pay any dividends or other payments The information set forth with respect to the Pledged Securities directly in Schedule I to this Agreement is correct.
(v) With respect to information set forth on "Exhibit A" to the Administrative AgentFr▇▇▇▇▇ ▇ac offering circular for the SPSs, dated September 19, 1995 ("Offering Circular") relating to the "GNMA Certificates" and "Mortgages" (each as defined in the Offering Circular) which underlie the Pledged Securities:
(a) except as provided in subsections (b) and (c) below, the information is correct in all material respects;
(b) information under the heading "% Units Section 8" was obtained from the Department of Housing and Urban Development and accurately reflects the information so obtained; and
(c) information under each of the headings "Mortgage Interest Rate" and "Lockout End Date" was calculated based upon publicly available information, the calculations used to produce such information were reasonable and such information as so calculated is correct in all material respects.
(vi) As of the Closing, each Pledged Security shall have been duly and validly assigned to Fr▇▇▇▇▇ ▇ac and duly and validly transferred to or deposited in an account designated by Fr▇▇▇▇▇ ▇ac; and Fr▇▇▇▇▇ ▇ac shall have a duly and validly perfected security interest in each such Pledged Security subject to no prior lien, mortgage, security interest, pledge, charge or other encumbrance.
Appears in 1 contract
Sources: Funding Note Purchase and Security Agreement (Criimi Mae Inc)
Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent's intent to exercise its corresponding rights pursuant to Section 5.3(b), each Grantor shall be permitted to receive all dividends paid in respect All of the Pledged Stock Securities are duly authorized, validly issued, fully paid and all payments made in non-assessable, and are owned and held by the ordinary course in respect Pledgors or TLL (as applicable), free and clear of any Liens, other than those created pursuant to this Credit Agreement or the Pledge Agreement and other Permitted Encumbrances and there are no restrictions on the transfer of the Pledged Notes and all distributions in respect Securities other than as a result of the Pledge Partnership Interests and Pledged LLC Interests, to the extent permitted in the this Credit Agreement, and to exercise all voting and corporate rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate right exercised or other action taken which, in the Administrative Agent's reasonable judgment, would materially impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Pledge Agreement or any other Loan Documentapplicable securities laws and the regulations promulgated thereunder. The Pledged Securities are owned by the Persons specified on Schedules 3.7(a) and (b).
(b) If an Event Except as set forth on Schedules 3.7(a) and (b), there are no outstanding rights, warrants, options, conversion or similar rights currently outstanding with respect to, and no agreements to purchase or otherwise acquire, any shares of Default shall occur and be continuing and the Administrative Agent shall give notice of its intent to exercise such rights to the relevant Grantor or Grantors, (i) the Administrative Agent shall have the right to receive any and all cash dividends, payments capital stock or other Proceeds paid in respect Equity Interests of any issuer of any of the Pledged Securities Securities; and make application thereof to there are no securities or obligations of any kind convertible into any shares of the Obligations in such order as the Administrative Agent may determine, and (ii) capital stock or other Equity Interests of any or all issuer of any of the Pledged Securities shall be registered Securities.
(c) Article 11 of this Credit Agreement together with the Pledge Agreement creates in the name favor of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (x) all voting, corporate and other rights pertaining to such Pledged Securities at any meeting of shareholders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any Issuer, or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it and except to the extent resulting from the gross negligence or willful misconduct on behalf of the Administrative Agent, but the Issuing Bank and the Lenders) a valid, binding and enforceable security interest in, and Lien upon, all right, title and interest of the Pledgors in the Pledged Securities and constitutes a fully perfected first and prior security interest and Lien upon all right, title and interest of the Pledgors in such Pledged Securities (provided, that the definitive instruments (if any) representing all Pledged Securities shall have been delivered to the Administrative Agent shall have no duty to any Grantor 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) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Securities pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Administrative Agent has taken possession or control of such Pledged Securities) together (in writing that (x) states that an Event the case of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) upon the occurrence and during the continuance of an Event of Default, unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Pledged Securities directly to comprising capital stock) with appropriate undated stock powers endorsed or executed in blank by the Administrative Agentappropriate Pledgor as required under Section 11.1 hereof and Section 2 of the Pledge Agreement).
Appears in 1 contract
Sources: Credit Agreement (Idt Corp)
Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent's ’s intent to exercise its corresponding rights pursuant to Section 5.3(b7.01(b), each the Grantor shall be permitted to receive all cash dividends and other distributions paid in respect of the Pledged Stock and all payments made in the ordinary course in respect of the Pledged Notes and all distributions in respect of the Pledge Partnership Interests and Pledged LLC Interests, Securities (to the extent permitted in by the Credit Agreement, ) and to exercise all voting and corporate or other entity rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate cast, right exercised or other action taken which, in the Administrative Agent's reasonable judgment, would materially impair the Collateral or which would could reasonably be inconsistent with or expected to result in any violation breach of any provision of the Credit Agreement, this Agreement or any other Loan DocumentDocument except to the extent such vote, exercise, or other action is required by an applicable governmental requirement.
(b) If an Event of Default shall occur and be continuing and continuing, then at any time in the Administrative Agent shall give notice of its intent to exercise such rights to the relevant Grantor or GrantorsAgent’s discretion without notice, (i) the Administrative Agent shall have the right to receive any and all cash dividendsdividends and other distributions, payments payments, Property or other Proceeds paid in respect of the Pledged Securities and make application thereof to the Obligations in such order as accordance with Section 8.02 of the Administrative Agent may determineCredit Agreement, and (ii) any or all of the Pledged Securities shall be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (xA) all voting, corporate and other rights pertaining to such Pledged Securities at any meeting of shareholders (or other equivalent body) of the relevant Issuer or Issuers or otherwise and (yB) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, amalgamation, consolidation, reorganization, recapitalization or other fundamental change in the corporate organizational structure of any Issuer, or upon the exercise by any the Grantor or the Administrative Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it and except to the extent resulting from the gross negligence or willful misconduct of the Administrative Agentit, but the Administrative Agent shall have no duty to any the Grantor 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) Each The Grantor hereby authorizes and instructs each Issuer of any Pledged Securities pledged by such the Grantor hereunder (and each Issuer party hereto hereby agrees) to (i) comply with any instruction received by it from the Administrative Agent in writing that (xA) states that an Event of Default has occurred and is continuing and (yB) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such the Grantor, and each the Grantor agrees that each Issuer shall be fully protected in so complyingcomplying and in relying on any such instruction, and (ii) upon the occurrence and during the continuance of an Event of Default, unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Pledged Securities directly to the Administrative Agent.
(d) After the occurrence and during the continuation of an Event of Default, if the Issuer of any Pledged Securities is the subject of bankruptcy, insolvency, receivership, custodianship or other proceedings under the supervision of any Governmental Authority, then all rights of the Grantor in respect thereof to exercise the voting and other consensual rights which the Grantor would otherwise be entitled to exercise with respect to the Pledged Securities issued by such Issuer shall cease, and all such rights shall thereupon become vested in the Administrative Agent who shall thereupon have the sole right to exercise such voting and other consensual rights, but the Administrative Agent shall have no duty to exercise any such voting or other consensual rights and shall not be responsible for any failure to do so or delay in so doing.
(e) The Grantor hereby authorizes each Issuer (and shall instruct each Issuer) to comply with any request received by it from the Administrative Agent in writing that states that an Event of Default has occurred and is continuing and that seeks to exercise or enforce any of the rights granted to the Administrative Agent pursuant to Section 7.01(b), (c), or (d) or Section 3.02. The Grantor agrees that the foregoing authorization and instruction shall be sufficient to authorize the Administrative Agent’s exercise or enforcement of such rights, and that such Issuer shall not be required to investigate the accuracy of any request made by the Administrative Agent pursuant to this Section 7.01(e).
Appears in 1 contract
Sources: Collateral Agreement (Western Gas Equity Partners, LP)
Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given written notice to the relevant Grantor of the Administrative Agent's ’s intent to exercise its corresponding rights pursuant to Section 5.3(b6.2(b) (which notice shall be deemed to have been given immediately upon the occurrence of an Event of Default under Section 7.1(f) of the Credit Agreement other than to the extent such right is waived or revoked in writing by the Required Lenders), each Grantor shall be permitted to (i) receive all dividends dividends, interest, principal or other payments or distributions paid or made in respect of the Pledged Stock and all payments made in the ordinary course in respect of the Pledged Notes and all distributions in respect of the Pledge Partnership Interests and Pledged LLC InterestsSecurities, to the extent permitted in not prohibited by the Credit Agreement; provided, however, that any noncash dividends, interest, principal or other distributions that would constitute Pledged Capital Stock or Pledged Debt Securities, whether resulting from a subdivision, combination or reclassification of the outstanding equity interests of the issuer of any Pledged Securities or received in exchange for Pledged Securities or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Collateral, and, if received by any Grantor, shall not be commingled by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, shall be held for the benefit of the Secured Parties and shall be forthwith delivered to the Administrative Agent in the same form as so received (with any necessary endorsement or instrument of assignment), and to (ii) exercise all voting and corporate or other ownership rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate or other ownership right exercised or other action taken which, in which would reasonably be expected to materially and adversely affect the rights inuring to a holder of any Pledged Securities or the rights and remedies of the Administrative Agent's reasonable judgment, would materially impair Agent or the Collateral other Secured Parties under this Agreement or any other Loan Document or the ability of the Secured Parties to exercise the same or which would be inconsistent with or result in any violation of violate any provision of the Credit Agreement, this Agreement or any other Loan Document.
(b) If an Event of Default shall occur and be continuing and the Administrative Agent shall give have given written notice to the Borrower of its the Administrative Agent’s intent to exercise such execute its rights pursuant to this Section 6.2(b) (which notice shall be deemed to have been given immediately upon the occurrence of an Event of Default under Section 7.1(f) of the Credit Agreement other than to the relevant Grantor extent such right is waived or Grantors, revoked in writing by the Required Lenders): (i) the Administrative Agent shall have the right to receive any and all cash dividends, interest, principal or other payments or other Proceeds distributions paid in respect of to the Pledged Securities included in the Collateral and make application thereof to the Obligations in accordance with Section 6.4, (ii) all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Administrative Agent which shall thereupon have the sole right, but shall be under no obligation, to exercise or refrain from exercising such voting and other consensual rights and (iii) the Administrative Agent shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Property included in the Collateral to its name or the name of its nominee or agent or the name of the applicable Grantor, endorsed or assigned in blank in favor of the Administrative Agent, and each Grantor will, upon request, promptly give to the Administrative Agent copies of any notices or other communications received by it with respect to Pledged Securities included in the Collateral registered in the name of such Grantor. In addition, if an Event of Default has occurred and is continuing, the Administrative Agent shall have the right at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Property included in the Collateral for certificates or instruments of smaller or larger denominations. In order to permit the Administrative Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder if an Event of Default has occurred and is continuing each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Administrative Agent all proxies, dividend payment orders and other instruments as the Administrative Agent may determine, from time to time reasonably request and (ii) any or all of the Pledged Securities shall be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (x) all voting, corporate and other rights pertaining to such Pledged Securities at any meeting of shareholders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any Issuer, or upon the exercise by any each Grantor or the Administrative Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as acknowledges that the Administrative Agent may determine)utilize the power of attorney set forth herein. All dividends, all without liability except to account for property actually interest, principal or other payments or distributions received by it and except any Grantor contrary to the extent resulting from provisions of this Section 6.2(b) shall be held for the gross negligence or willful misconduct benefit of the Administrative Agent, but shall be segregated from other property or funds of such Grantor and shall be promptly delivered to the Administrative Agent shall have no duty to promptly following demand in the same form as so received (with any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doingnecessary endorsement reasonably requested by the Administrative Agent).
(c) Any notice given by the Administrative Agent to the Borrower or any other Grantor under this Section 6.2 (i) may be given by telephone if promptly confirmed in writing, (ii) may be given with respect to one or more of the Grantors at the same or different times and (iii) may suspend the rights of the Grantors under paragraph (a) or (b) of this Section 6.2 in part without suspending all such rights (as specified by the Administrative Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Administrative Agent’s rights to give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing.
(d) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Securities pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Administrative Agent in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) upon the occurrence and during the continuance of an Event of Default, unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Pledged Securities directly to the Administrative Agent.
Appears in 1 contract
Sources: Senior Lien Term Loan Credit Agreement (Forterra, Inc.)
Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuing and continuing, the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent's intent to exercise its corresponding rights pursuant to Section 5.3(b), each Grantor shall be permitted to (i) receive all cash dividends and other distributions paid in respect of the Pledged Stock and all payments made in the ordinary course in respect of the Pledged Notes and all distributions in respect of the Pledge Partnership Interests and Pledged LLC Interests, Securities to the extent permitted in the DIP Credit Agreement, and (ii) to exercise all voting and corporate or other organizational rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate or other organizational right exercised or other action taken which, in which would reasonably be expected to materially and adversely affect the Administrative Agent's reasonable judgment, would materially impair rights inuring to a holder of any Pledged Securities or the rights and remedies of any of the Collateral Agent or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, other Secured Party under this Agreement or any other Loan DocumentDocument or the ability of the Secured Parties to exercise the same; provided, further, that the Collateral Agent shall execute and deliver to the Grantor, or cause to be executed and delivered to the Grantor, all such proxies, powers of attorney and other instruments as the Grantor may reasonably request for the purpose of enabling the Grantor to exercise the voting and corporate or other organizational rights it is entitled to exercise pursuant to sub-clause (ii) of this Section 6.3(a). For the avoidance of doubt, an exercise of voting and corporate or other organizational rights with respect to such Pledged Securities shall not be deemed to be material and adverse to any Person if such exercise is made in connection with a transaction not prohibited by the Loan Documents and the Orders.
(b) If an Event of Default shall occur and be continuing and the Administrative Agent shall give notice of its intent to exercise such rights subject to the relevant Grantor or GrantorsOrders, (i) the Administrative Collateral Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities and make application thereof to the Secured Obligations in such the order as set forth in Section 6.6; provided that after all Events of Default have been cured or waived and the Grantor has delivered to the Administrative Agent may determinecertificates to that effect reasonably satisfactory to the Collateral Agent, the Collateral Agent shall, promptly after all such Events of Default have been cured or waived, repay the Grantor (without interest) all dividends, interest, principal or other distributions that the Grantor would otherwise be permitted to retain pursuant to the terms of sub- clause (i) of Section 6.3(a) above and that remain, and (ii) the Collateral Agent shall have the right to cause any or all of the Pledged Securities shall to be registered in the name of the Administrative Collateral Agent or its nominee, and the Administrative Collateral Agent or its nominee may thereafter during the continuance of such Event of Default exercise (x) all voting, corporate and other rights pertaining to such Pledged Securities at any meeting of shareholders of the relevant Issuer or Issuers Borrower or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion at the direction of the Required Lenders any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any Issuerthe Borrower, or upon the exercise by any the Grantor or the Administrative Collateral Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Collateral Agent may reasonably determine), all without liability (except to account for property actually received by it and except to the extent liabilities resulting from the gross negligence or willful misconduct of the Administrative Collateral Agent) except to account for property actually received by it, but the Administrative Collateral Agent shall have no duty to any the Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doingdoing unless the Collateral Agent has given notice of its intent to exercise as set forth above; provided that after all Events of Default have been cured or waived and the Grantor has delivered to the Administrative Agent certificates to that effect reasonably satisfactory to the Collateral Agent, all rights vested in the Collateral Agent pursuant to this paragraph shall cease, and the Grantor shall have the voting and corporate or other organizational rights they would otherwise be entitled to exercise pursuant to the terms of sub-clause (ii) of Section 6.3(a) above and the obligations of the Collateral Agent under the second proviso in Section 6.3(a) shall be in effect.
(c) Each The Grantor hereby authorizes and instructs each Issuer of any Pledged Securities pledged by such Grantor hereunder the Borrower to (i) comply with any instruction received by it from the Administrative Collateral Agent (or the ABL Collateral Agent, as the case may be) in writing without the consent of the Grantor or any other Person that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such the Grantor, and each the Grantor agrees that each Issuer the Borrower shall be fully protected in so complying, and (ii) upon the occurrence and during the continuance of after an Event of DefaultDefault has occurred and is continuing, unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Pledged Securities directly to the Administrative Collateral Agent.
Appears in 1 contract
Sources: Superpriority Senior Secured Debtor in Possession Credit Agreement (Revlon Consumer Products Corp)
Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent's ’s intent to exercise its corresponding rights pursuant to Section 5.3(b7.01(b), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Stock and all payments made Securities paid in the ordinary normal course in respect of business of the Pledged Notes and all distributions in respect of the Pledge Partnership Interests and Pledged LLC Interestsrelevant Issuer, to the extent permitted in the Credit Agreement, and to exercise all voting and corporate rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate right exercised or other action taken which, in the Administrative Agent's reasonable judgment, would materially impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Document.
(b) If an Event of Default shall occur and be continuing and continuing, then at any time in the Administrative Agent shall give notice of its intent to exercise such rights to the relevant Grantor or GrantorsAgent’s discretion without notice, (i) the Administrative Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities and make application thereof to the Secured Obligations in such order as accordance with Section 10.02(c) of the Administrative Agent may determineCredit Agreement, and (ii) any or all of the Pledged Securities shall be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (x) all voting, corporate and other rights pertaining to such Pledged Securities at any meeting of shareholders (or other equivalent body) of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate organizational structure of any Issuer, or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it and except to the extent resulting from the gross negligence or willful misconduct of the Administrative Agentit, but the Administrative Agent shall have no duty to any Grantor 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) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Securities pledged by such Grantor hereunder (and each Issuer party hereto hereby agrees) to (i) comply with any instruction received by it from the Administrative Agent in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) upon the occurrence and during the continuance of an Event of Default, unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Pledged Securities directly to the Administrative Agent.
(d) After the occurrence and during the continuation of an Event of Default, if the Issuer of any Pledged Securities is the subject of bankruptcy, insolvency, receivership, custodianship or other proceedings under the supervision of any Governmental Authority, then all rights of the Grantor in respect thereof to exercise the voting and other consensual rights which such Grantor would otherwise be entitled to exercise with respect to the Pledged Securities issued by such Issuer shall cease, and all such rights shall thereupon become vested in the Administrative Agent who shall thereupon have the sole right to exercise such voting and other consensual rights, but the Administrative Agent shall have no duty to exercise any such voting or other consensual rights and shall not be responsible for any failure to do so or delay in so doing.
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Halcon Resources Corp)
Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent Pledgee shall have given notice to the relevant Grantor Pledgor of the Administrative Agent's Pledgee’s intent to exercise its corresponding rights pursuant to Section 5.3(b5.02(c), each Grantor Pledgor shall be permitted to receive all dividends cash dividends, interest, principal payments and other forms of cash distribution paid in respect of the Pledged Stock and all payments made Securities paid in the ordinary normal course in respect of business of the relevant Pledged Notes and all distributions in respect of the Pledge Partnership Interests and Pledged LLC InterestsIssuer, to the extent permitted in the Credit Agreement, and to exercise all voting voting, consent and corporate corporate, partnership or limited liability company rights with respect to the Pledged Securities; provided, however, that no vote shall be cast cast, consent given or corporate right exercised or other action taken which, in the Administrative Agent's reasonable judgment, by such Pledgor that would materially impair the Collateral Collateral, or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Document.
(b) If Upon the occurrence and during the continuance of an Event of Default Default, any sums paid upon or in respect of any Pledged Securities upon the liquidation or dissolution of any Pledged Issuer of any Pledged Securities, any distribution of capital made on or in respect of any Pledged Securities or any property distributed upon or with respect to any Pledged Securities pursuant to the recapitalization or reclassification of the capital of any Pledged Issuer of Pledged Securities or pursuant to the reorganization thereof shall, unless otherwise subject to a perfected security interest in favor of the Pledgee and subject to Section 5.02(c), be delivered to the Pledgee to be held by it hereunder as additional collateral security for the Secured Obligations. If any sum of money or property so paid or distributed in respect of any Pledged Securities shall occur be received by such Pledgor, such Pledgor shall, until such money or property is paid or delivered to the Pledgee, hold such money or property in trust for the Pledgee, segregated from other funds of such Pledgor, as additional security for the Secured Obligations.
(c) Upon the occurrence and be continuing and during the Administrative Agent shall give continuance of an Event of Default, upon notice by the Pledgee of its intent to exercise such rights to the relevant Grantor Pledgor or GrantorsPledgors, (i) the Administrative Agent Pledgee shall have the right to receive any and all cash dividends, payments payments, Property or other Proceeds paid in respect of the Pledged Securities and make application thereof to the Secured Obligations in such order as accordance with Section 10.02(c) of the Administrative Agent may determineCredit Agreement, and (ii) any or all of the Pledged Securities shall be registered in the name of the Administrative Agent Pledgee or its nominee, and (iii) the Administrative Agent Pledgee or its nominee may thereafter exercise (xA) all voting, corporate consent, corporate, partnership or limited liability company and other rights pertaining to such Pledged Securities at any meeting of shareholders shareholders, partners or members (or other equivalent body) of the relevant Pledged Issuer or Pledged Issuers or otherwise and (yB) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate organizational structure of any Pledged Issuer, or upon the exercise by any Grantor Pledgor or the Administrative Agent Pledgee of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent Pledgee may determine), all without liability except to account for property Property actually received by it and except to the extent resulting from the gross negligence or willful misconduct of the Administrative Agentit, but the Administrative Agent Pledgee shall have no duty to any Grantor 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.
(cd) In order to permit the Pledgee to exercise the voting and other consensual rights that it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that it may be entitled to receive hereunder, (i) each Pledgor shall promptly execute and deliver (or cause to be executed and delivered) to the Pledgee all such proxies, dividend payment orders and other instruments as the Pledgee may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, such Pledgor hereby grants to the Pledgee an irrevocable proxy to vote all or any part of the Pledged Securities and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Securities would be entitled (including giving or withholding written consents of shareholders, partners or members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Securities on the record books of the Pledged Issuer thereof) by any other Person (including the Pledged Issuer of such Pledged Securities or any officer or agent thereof) upon the occurrence and during the continuance of an Event of Default and which proxy shall only terminate when the Secured Obligations are Paid In Full In Cash.
(e) Each Grantor Pledgor hereby authorizes and instructs each Pledged Issuer of any Pledged Securities pledged by such Grantor Pledgor hereunder to (i) comply with any instruction received by it from the Administrative Agent Pledgee in writing that (xA) states that an Event of Default has occurred and is continuing and (yB) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such GrantorPledgor, and each Grantor Pledgor agrees that each Pledged Issuer shall be fully protected in so complying, and (ii) upon the occurrence and during the continuance of an Event of Default, unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Pledged Securities directly to the Administrative AgentPledgee if so required pursuant to Section 5.02(b).
(f) Without limiting any rights of the Pledgee under Section 5.02(a), upon the occurrence and during the continuance of an Event of Default, if the Pledged Issuer of any Pledged Securities is the subject of bankruptcy, insolvency, receivership, custodianship or other proceedings under the supervision of any Governmental Authority, then all rights of such Pledgor in respect thereof to exercise the voting and other consensual rights which such Pledgor would otherwise be entitled to exercise with respect to the Pledged Securities issued by such Pledged Issuer shall cease, and all such rights shall thereupon become vested in the Pledgee who shall thereupon have the sole right to exercise such voting and other consensual rights, but the Pledgee shall have no duty to exercise any such voting or other consensual rights and shall not be responsible for any failure to do so or delay in so doing.
Appears in 1 contract
Pledged Securities. (a) Unless an Event of a Priority Lien Debt Default shall have occurred and be continuing and the Administrative Collateral Agent shall have given notice to the relevant Grantor of the Administrative Collateral Agent's ’s intent to exercise its corresponding rights pursuant to Section 5.3(b7.01(b), each the Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Stock and all payments made in the ordinary course in respect of the Pledged Notes and all distributions in respect of the Pledge Partnership Interests and Pledged LLC InterestsSecurities, to the extent permitted in the Credit AgreementPriority Lien Documents, and to exercise all voting and corporate rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate right exercised or other action taken which, in the Administrative Agent's reasonable judgment, would materially impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Document.
(b) If an Event of a Priority Lien Debt Default shall occur and be continuing continuing, then at any time in the Collateral Agent’s discretion without notice, and the Administrative Agent shall give notice of its intent to exercise such rights subject to the relevant Grantor or Grantorsterms and conditions in the Collateral Agency Agreement, (i) the Administrative Collateral Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities and make application thereof to the Obligations in such order as accordance with Section 3.4 of the Administrative Agent may determineCollateral Agency Agreement, and (ii) any or all of the Pledged Securities shall be registered in the name of the Administrative Collateral Agent or its nominee, and the Administrative Collateral Agent or its nominee may thereafter exercise (x) all voting, corporate and other rights pertaining to such Pledged Securities at any meeting of shareholders (or other equivalent body) of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate organizational structure of any Issuer, or upon the exercise by any the Grantor or the Administrative Collateral Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Collateral Agent may determine), all without liability except to account for property Property actually received by it and except to the extent resulting from the gross negligence or willful misconduct of the Administrative Agentit, but the Administrative Collateral Agent shall have no duty to any the Grantor 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) Each The Grantor hereby authorizes and instructs each Issuer of any Pledged Securities pledged by such the Grantor hereunder (and each Issuer party hereto hereby agrees) to (i) comply with any instruction received by it from the Administrative Collateral Agent in writing that (x) states that an Event of a Priority Lien Debt Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such the Grantor, and each the Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) upon the occurrence and during the continuance of an Event of Default, unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Pledged Securities directly to the Administrative Collateral Agent.
(d) After the occurrence and during the continuation of a Priority Lien Debt Default, if the Issuer of any Pledged Securities is the subject of bankruptcy, insolvency, receivership, custodianship or other proceedings under the supervision of any Governmental Authority, then all rights of the Grantor in respect thereof to exercise the voting and other consensual rights which the Grantor would otherwise be entitled to exercise with respect to the Pledged Securities issued by such Issuer shall cease, and all such rights shall thereupon become vested in the Collateral Agent who shall thereupon have the sole right to exercise such voting and other consensual rights, but the Collateral Agent shall have no duty to exercise any such voting or other consensual rights and shall not be responsible for any failure to do so or delay in so doing.
Appears in 1 contract
Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Collateral Agent shall have given notice to the relevant Grantor of the Administrative Collateral Agent's ’s intent to exercise its corresponding rights pursuant to Section 5.3(b7.01(b) (it being acknowledged and agreed that the Collateral Agent shall not be required to deliver any such notice in connection with an Event of Default under Section 11.01(f) or (g) of the Credit Agreement or if the delivery of such notice is otherwise prohibited by applicable law), each Grantor shall be permitted to receive (i) all cash dividends paid in respect of the Pledged Stock Securities and (ii) all payments made in the ordinary course in respect of the Pledged Notes and all distributions in respect of the Pledge Partnership Interests and Pledged LLC InterestsNotes, to the extent permitted in the Credit Agreement, and to exercise all voting voting, corporate and corporate other organizational rights with respect to the Pledged SecuritiesInvestment Property; provided, however, that no vote shall be cast or corporate or other organizational right exercised or other action taken which, in the Administrative Collateral Agent's reasonable ’s judgment, would materially impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan DocumentSecured Agreement.
(b) If an Event of Default shall occur and be continuing and the Administrative Collateral Agent shall give written notice of its intent to exercise such rights to the relevant Grantor or GrantorsGrantors (it being acknowledged and agreed that the Collateral Agent shall not be required to deliver any such written notice in connection with an Event of Default under Section 11.01(f) or (g) of the Credit Agreement or if the delivery of such written notice is otherwise prohibited by applicable law), (i) all rights of any Grantor to receive dividends, interest and principal which such Grantor is authorized to receive pursuant to Section 7.01(a) shall cease, and all such rights shall thereupon become vested in the Administrative Collateral Agent, and the Collateral Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities Investment Property and make application thereof to the Secured Obligations in such order as the Administrative Collateral Agent may determinedetermine (and all dividends, payments or other Proceeds which are received by any Grantor contrary to the provisions of this Section 7.01(b) shall be held in trust for the benefit of the Collateral Agent, shall be segregated from other property or funds of such Grantor and shall be immediately delivered to the Collateral Agent in the same form as so received (with any necessary endorsement)), and (ii) any or all of the Pledged Securities shall be registered in the name of the Administrative Agent or its nominee, and the Administrative Collateral Agent or its nominee may thereafter exercise (xwhether or not the Collateral or any of the Investment Property has been transferred into the name of the Collateral Agent or its nominee) (A) all voting, corporate corporate, consenting and other organizational rights pertaining to such Pledged Securities Investment Property at any meeting of shareholders (or other equivalent body) of the relevant Issuer or Issuers or in the absence of any such meeting or otherwise (and each Grantor hereby grants to the Collateral Agent a present, irrevocable proxy, coupled with an interest and hereby constitutes and appoints the Collateral Agent as such Grantor’s proxy with full power, in the same manner, to the same extent and with the same effect as if such Grantor were to do the same, to exercise such rights) and (yB) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities Investment 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 Securities Investment Property upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other organizational structure of any Issuer, or upon the exercise by any Grantor or the Administrative Collateral Agent of any right, privilege or option pertaining to such Pledged SecuritiesInvestment Property, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities Investment Property with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Collateral Agent may determine), all without liability except to account for property actually received by it and except to the extent resulting from the gross negligence or willful misconduct of the Administrative Agentit, but the Administrative Collateral Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. As further assurance of the proxy granted hereby, each Grantor shall from time to time execute and deliver to the Collateral Agent, all such additional written proxies and other instruments as the Collateral Agent shall reasonably request for the purpose of enabling the Collateral Agent to exercise the voting and other rights which it is entitled to exercise hereunder. Each Grantor hereby revokes any proxy or proxies heretofore given by such Grantor to any person or persons whatsoever and agrees not to give any other proxies in derogation hereof until this Agreement is no longer in full force and effect as hereinafter provided.
(c) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Securities Investment Property pledged by such Grantor hereunder (and each Issuer party hereto hereby agrees) to (i) comply with any instruction received by it from the Administrative Collateral Agent in writing that (xA) states that an Event of Default has occurred and is continuing and (yB) is otherwise in accordance with the terms of this Agreement, without any other or further action or instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) upon at any time that an Event of Default exists, comply with any instruction received by it from the Collateral Agent in writing to pay any dividends or other payments with respect to the Investment Property directly to the Collateral Agent. If an Event of Default shall have occurred and be continuing, the Collateral Agent shall have the right (in its sole and absolute discretion) to register the Pledged Securities in its own name as pledgee, or the name of its nominee (as pledgee) or the name of the applicable Grantor or Issuer, endorsed or assigned in blank or in favor of the Collateral Agent.
(d) After the occurrence and during the continuation of an Event of Default, if the Issuer of any Pledged Securities is the subject of bankruptcy, insolvency, receivership, custodianship or other proceedings under the supervision of any Governmental Authority, then all rights of the Grantor in respect thereof to exercise the voting and other consensual rights which such Grantor would otherwise be entitled to exercise with respect to the Pledged Securities issued by such Issuer shall cease, and all such rights shall thereupon become vested in the Collateral Agent who shall thereupon have the sole right to exercise such voting and other consensual rights, but the Collateral Agent shall have no duty to exercise any such voting or other consensual rights and shall not be responsible for any failure to do so or delay in so doing.
(e) Upon the occurrence and during the continuance of an Event of Default, unless otherwise expressly permitted herebythe Collateral Agent shall have the right to verify, pay any dividends by itself or other payments with respect to the Pledged Securities directly to the Administrative Agent.by a third party designated by it, under reasonable
Appears in 1 contract
Sources: Guarantee and Collateral Agreement (AST SpaceMobile, Inc.)
Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent's intent to exercise its corresponding rights pursuant to Section 5.3(b6.3(b), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Stock and all payments made in the ordinary course in respect of the Pledged Notes and all distributions Notes, in respect each case paid in the normal course of business of the Pledge Partnership Interests relevant Issuer and Pledged LLC Interestsconsistent with past practice, to the extent permitted in the Credit Agreement, and to exercise all voting and corporate rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate or other ownership right exercised or other action taken which, in the Administrative Agent's reasonable judgment, would materially impair the Collateral or which would be inconsistent with or result in any violation of any provision of Default under the Credit Agreement, this Agreement or any other Loan Document.
(b) . If an Event of Default shall occur and be continuing and the Administrative Agent shall give have given notice of its intent to exercise such rights to the relevant Grantor or Grantors, (i) the Administrative Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities and make application thereof to the Obligations in such the order as the Administrative Agent may determineset forth in Section 6.5, and (ii) any or all of the Pledged Securities shall be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (x) all voting, corporate and other rights pertaining to such Pledged Securities at any meeting of shareholders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other structure of any Issuer, or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it and except to the extent resulting from the gross negligence or willful misconduct of the Administrative Agentit, but the Administrative Agent shall have no duty to any Grantor 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) . Each Grantor hereby authorizes and instructs each Issuer of any Pledged Securities pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Administrative Agent in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) upon the occurrence and during the continuance of an Event of Default, unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Pledged Securities directly to the Administrative Agent.
Appears in 1 contract
Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent's intent to exercise its corresponding rights pursuant to Section 5.3(b), each Grantor shall be permitted to receive all dividends paid in respect of the Pledged Stock and all payments made in the ordinary course in respect of the Pledged Notes and all distributions in respect of the Pledge Partnership Interests and Pledged LLC Interests, to the extent permitted in the Credit Agreement, and to exercise all voting and corporate rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate right exercised or other action taken which, in the Administrative Agent's reasonable judgment, would materially impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Document.
(b) If an Event of Default shall occur and be continuing and the Administrative Agent shall give notice of its intent to exercise such rights to the relevant Grantor or Grantors, (i) the The Administrative Agent shall have the right right, after the occurrence and during the continuation of an Event of Default, to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities and make application thereof to the Obligations in such order as the Administrative Agent may determine, and (ii) sell any or all of the Pledged Securities shall be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (x) all voting, corporate and other rights pertaining to such Pledged Securities at any meeting of shareholders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any Issuer, or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it and except to the extent resulting from the gross negligence or willful misconduct of the Administrative Agent, but the Administrative Agent shall have no duty to any Grantor 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) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Securities pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Administrative Agent in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without . If the Administrative Agent shall determine to exercise the right to sell any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) upon the occurrence and during the continuance all of an Event of Default, unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Pledged Securities directly pursuant to this Section 6.4, and if in the opinion of the Administrative Agent it is necessary or advisable to have the Pledged Securities, or that portion thereof to be sold, registered under the provisions of the Securities Act of 1933 (the “Securities Act”), as amended, the relevant Debtor will cause the issuer thereof to execute and deliver, and cause the directors and officers of such issuer to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts as may be, in the opinion of the Administrative Agent, necessary or advisable to register the Pledged Securities, or that portion thereof to be sold, under the provisions of the Securities Act, use its best efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of one year from the date of the first public offering of the Pledged Securities, or that portion thereof to be sold, and make all amendments thereto and/or to the related prospectus which, in the opinion of the Administrative Agent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto. Each Debtor agrees to cause such issuer to comply with the provisions of the securities or “Blue Sky” laws of any and all jurisdictions which the Administrative Agent shall designate and to make available to its security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a) of the Securities Act.
(b) Each Debtor recognizes that the Administrative Agent may be unable to effect a public sale of any or all the Pledged Securities, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Each Debtor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Administrative Agent shall be under no obligation to delay a sale of any of the Pledged Securities for the period of time necessary to permit the issuer thereof to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if such issuer would agree to do so.
(c) Each Debtor agrees to use its best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Pledged Securities pursuant to this Section 6.4 valid and binding and in compliance with any and all other applicable laws. Each Debtor further agrees that a breach of any of the covenants contained in this Section 6.4 will cause irreparable injury to the Administrative AgentAgent and the holders of the Secured Obligations, that the Administrative Agent and the holders of the Secured Obligations have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 6.4 shall be specifically enforceable against such Debtor, and such Debtor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred.
Appears in 1 contract
Pledged Securities. (a) Unless an Event of Default shall have occurred and be continuing and the Administrative Collateral Agent shall have given written notice to the relevant Grantor of the Administrative Collateral Agent's ’s intent to exercise its corresponding rights pursuant to Section 5.3(b6.3(b), each Grantor shall be permitted to receive all dividends dividends, interest, principal or other payments or distributions paid or made in respect of the Pledged Stock and all payments made in the ordinary course in respect of the Pledged Notes and all distributions in respect of the Pledge Partnership Interests and Pledged LLC InterestsSecurities, to the extent permitted in not prohibited by the Credit Agreement, and to exercise all voting and corporate or other ownership rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate or other ownership right exercised or other action taken which, which would reasonably be expected to impair in any material respect the Administrative Agent's reasonable judgment, would materially impair value of the assets included in the Collateral or which would be inconsistent with or result in any violation of violate any provision of the Credit Agreement, this Agreement or any other Loan Document.
(b) If an Event of Default shall occur and be continuing and the Collateral Agent (or the Term Collateral Agent (under and as defined in the ABL Intercreditor Agreement) pursuant to the ABL Intercreditor Agreement) shall have given written notice to the ABL Administrative Agent shall give notice Borrower of its the Collateral Agent’s (or the Term Collateral Agent’s (under and as defined in the ABL Intercreditor Agreement) pursuant to the ABL Intercreditor Agreement) intent to exercise such execute its rights pursuant to the relevant Grantor or Grantors, this Section 6.3(b): (i) the Administrative Collateral Agent (or the Term Collateral Agent (under and as defined in the ABL Intercreditor Agreement) pursuant to the ABL Intercreditor Agreement) shall have the right to receive any and all cash dividends, interest, principal or other payments or other Proceeds distributions paid in respect of to the Pledged Securities included in the Collateral and make application thereof to the Obligations in such order as the Administrative Agent may determineaccordance with Section 6.5 hereof, and (ii) all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Collateral Agent (or the Term Collateral Agent (under and as defined in the ABL Intercreditor Agreement) pursuant to the ABL Intercreditor Agreement) which shall thereupon have the sole right, but shall be under no obligation, to exercise or refrain from exercising such voting and other consensual rights and (iii) the Collateral Agent (or the Term Collateral Agent (under and as defined in the ABL Intercreditor Agreement) pursuant to the ABL Intercreditor Agreement) shall have the right, without notice to any Grantor, to transfer all or all any portion of the Investment Property included in the Collateral to its name or the name of its nominee or agent or the name of the applicable Grantor, endorsed or assigned in blank in favor of the Collateral Agent (or the Term Collateral Agent (under and as defined in the ABL Intercreditor Agreement) pursuant to the ABL Intercreditor Agreement), and each Grantor will promptly following request give to the Collateral Agent (or the Term Collateral Agent (under and as defined in the ABL Intercreditor Agreement) pursuant to the ABL Intercreditor Agreement) copies of any notices or other communications received by it with respect to Pledged Securities shall be included in the Collateral registered in the name of such Grantor. In addition, if an Event of Default has occurred and is continuing, the Administrative Collateral Agent (or its nomineethe Term Collateral Agent (under and as defined in the ABL Intercreditor Agreement) pursuant to the ABL Intercreditor Agreement) shall have the right at any time, without notice to any Grantor, to exchange any certificates or instruments representing any Investment Property included in the Collateral for certificates or instruments of smaller or larger denominations. In order to permit the Collateral Agent (or the Term Collateral Agent (under and as defined in the Administrative ABL Intercreditor Agreement) pursuant to the ABL Intercreditor Agreement) to exercise the voting and other consensual rights which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions which it may be entitled to receive hereunder if an Event of Default has occurred and is continuing each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Agent (or its nominee may thereafter exercise the Term Collateral Agent (xunder and as defined in the ABL Intercreditor Agreement) pursuant to the ABL Intercreditor Agreement) all votingproxies, corporate dividend payment orders and other rights pertaining instruments as the Collateral Agent (or the Term Collateral Agent (under and as defined in the ABL Intercreditor Agreement) pursuant to such Pledged Securities at any meeting the ABL Intercreditor Agreement) may from time to time reasonably request and each Grantor acknowledges that the Collateral Agent (or the Term Collateral Agent (under and as defined in the ABL Intercreditor Agreement) pursuant to the ABL Intercreditor Agreement) may utilize the power of shareholders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversionattorney set forth herein. All dividends, exchange and subscription and any other rightsinterest, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization principal or other fundamental change in the corporate structure of any Issuer, payments or upon the exercise distributions received by any Grantor contrary to the provisions of this Section 6.3(b) shall be held in trust for the benefit of the Collateral Agent (or the Administrative Term Collateral Agent (under and as defined in the ABL Intercreditor Agreement) pursuant to the ABL Intercreditor Agreement), shall be segregated from other property or funds of any right, privilege such Grantor and shall be promptly delivered to the Collateral Agent (or option pertaining the Term Collateral Agent (under and as defined in the ABL Intercreditor Agreement) pursuant to such Pledged Securities, and the ABL Intercreditor Agreement) upon demand in connection therewith, the right to deposit and deliver any and all of the Pledged Securities same form as so received (with any committee, depositary, transfer agent, registrar necessary endorsement reasonably requested by the Collateral Agent (or other designated agency upon such terms the Term Collateral Agent (under and conditions as defined in the Administrative Agent may determine), all without liability except to account for property actually received by it and except ABL Intercreditor Agreement) pursuant to the extent resulting from the gross negligence or willful misconduct of the Administrative Agent, but the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doingABL Intercreditor Agreement)).
(c) Any notice given by the Collateral Agent (or the Term Collateral Agent (under and as defined in the ABL Intercreditor Agreement) pursuant to the ABL Intercreditor Agreement) to the ABL Administrative Borrower or any other Grantor under this Section 6.3 (i) shall be given in writing, (ii) may be given with respect to one or more of the Grantors at the same or different times and (iii) may suspend the rights of the Grantors under paragraph (a) or (b) of this Section 6.3 in part without suspending all such rights (as specified by the Collateral Agent (or the Term Collateral Agent (under and as defined in the ABL Intercreditor Agreement) pursuant to the ABL Intercreditor Agreement) in its sole and absolute discretion) and without waiving or otherwise affecting the Collateral Agent’s (or the Term Collateral Agent’s (under and as defined in the ABL Intercreditor Agreement) pursuant to the ABL Intercreditor Agreement) rights to give additional notices from time to time suspending other rights so long as an Event of Default has occurred and is continuing.
(d) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Securities pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Administrative Collateral Agent (or the Term Collateral Agent (under and as defined in the ABL Intercreditor Agreement) pursuant to the ABL Intercreditor Agreement) in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) upon the occurrence and during the continuance of an Event of Default, unless otherwise expressly permitted hereby, if the Collateral Agent (or the Term Collateral Agent (under and as defined in the ABL Intercreditor Agreement) pursuant to the ABL Intercreditor Agreement) notifies such Issuer in writing that an Event of Default has occurred and is continuing, pay any dividends or other payments with respect to the Pledged Securities directly to the Administrative AgentCollateral Agent (or the Term Collateral Agent (under and as defined in the ABL Intercreditor Agreement) pursuant to the ABL Intercreditor Agreement).
Appears in 1 contract
Sources: Guarantee and Collateral Agreement (GNC Holdings, Inc.)
Pledged Securities. (a) Unless an Event If such Grantor shall become entitled to receive or shall receive any stock certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent's intent to exercise its corresponding rights pursuant to Section 5.3(bcapital or any certificate issued in connection with any reorganization), each Grantor shall be permitted to receive all dividends paid option or rights in respect of the Pledged Capital Stock and all payments made of any Issuer, whether in the ordinary course addition to, in respect substitution of, as a conversion of, or in exchange for, any shares of the Pledged Notes and all distributions Stock, or otherwise in respect thereof, such Grantor shall accept the same as the agent of the Pledge Partnership Interests Agents and Pledged LLC Intereststhe Lenders, hold the same in trust for the Agents and the Lenders and deliver the same forthwith to the Collateral Agent in the exact form received, duly indorsed by such Grantor to the Collateral Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Grantor and with, if the Collateral Agent so requests, signature guaranteed, to be held by the extent permitted in the Credit AgreementCollateral Agent, and to exercise all voting and corporate rights with respect subject to the Pledged Securities; providedterms hereof, however, that no vote shall be cast as additional collateral security for the Obligations. Any sums paid upon or corporate right exercised or other action taken which, in the Administrative Agent's reasonable judgment, would materially impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Document.
(b) If an Event of Default shall occur and be continuing and the Administrative Agent shall give notice of its intent to exercise such rights to the relevant Grantor or Grantors, (i) the Administrative Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities and make application thereof upon the liquidation or dissolution of any Issuer shall, promptly but in no event later than ten days unless the prior consent of the Collateral Agent is obtained, be paid over to the Obligations in such order Collateral Agent to be held by it hereunder as additional collateral security for the Administrative Agent may determineObligations, and (ii) in case any distribution of capital shall be made on or all in respect of the Pledged Securities or any property shall be distributed upon or with respect to the Pledged Securities pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Collateral Agent, be delivered, promptly but in not event later than ten days unless the prior consent of the Collateral Agent is obtained, to the Collateral Agent to be held by it hereunder as additional collateral security for the Obligations. If any sums of money or property so paid or distributed in respect of the Pledged Securities shall be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (x) all voting, corporate and other rights pertaining to such Pledged Securities at any meeting of shareholders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any Issuer, or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it and except such Grantor, such Grantor shall, until such money or property is paid or delivered to the extent resulting from the gross negligence or willful misconduct of the Administrative Collateral Agent, but hold such money or property in trust for the Administrative Agent shall have no duty to any Grantor to exercise any Lenders, segregated from other funds of such rightGrantor, privilege or option and shall not be responsible as additional collateral security for any failure to do so or delay in so doingthe Obligations.
(c) Each In the case of each Grantor hereby authorizes and instructs each which is an Issuer, such Issuer of any Pledged Securities pledged by such Grantor hereunder to agrees that (i) comply with any instruction received it will be bound by it from the Administrative Agent in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this AgreementAgreement relating to the Pledged Securities issued by it and will comply with such terms insofar as such terms are applicable to it, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) upon it will notify the Collateral Agent promptly in writing of the occurrence and during of any of the continuance of an Event of Default, unless otherwise expressly permitted hereby, pay any dividends or other payments events described in Section 5.8(a) with respect to the Pledged Securities directly issued by it and (iii) the terms of Sections 6.3(c) and 6.7 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 6.3(c) or 6.7 with respect to the Administrative AgentPledged Securities issued by it.
Appears in 1 contract
Sources: Guarantee and Collateral Agreement (Imperial Holly Corp)
Pledged Securities. (a) Unless an a Default or Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent's ’s intent to exercise its corresponding rights pursuant to Section 5.3(b6.2(b), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Stock and all payments made in the ordinary course in respect of the Pledged Notes Notes, in each case paid in the normal course of business and all distributions in respect consistent with past practice of the Pledge Partnership Interests and Pledged LLC Interestsrelevant Issuer, to the extent permitted in the Credit Agreement, and to exercise all voting and corporate rights with respect to the Pledged Securities; provided, however, that no vote shall be cast or corporate or other ownership right exercised or other action taken whichthat, in the Administrative Agent's ’s reasonable judgment, would materially impair the Collateral or which that would be inconsistent with or result in any violation of any provision of Default under the Credit Agreement, this Agreement or any other Loan Document.
(b) If an a Default or Event of Default shall occur and be continuing and the Administrative Agent shall give have given notice of its intent to exercise such rights to the relevant Grantor or Grantors, (i) the Administrative Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Securities and make application thereof to the Obligations in such the order as the Administrative Agent may determineset forth in Section 6.4, and (ii) any or all of the Pledged Securities shall be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (x) all voting, corporate and other rights pertaining to such Pledged Securities at any meeting of shareholders of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, including the right to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other structure of any Issuer, or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it and except to the extent resulting from the gross negligence or willful misconduct of the Administrative Agentit, but the Administrative Agent shall have no duty to any Grantor 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) Each Grantor hereby authorizes and instructs each Issuer of any Pledged Securities pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Administrative Agent in writing that (x) states that an a Default or Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying, and (ii) upon the occurrence and during the continuance of an Event of Default, unless otherwise expressly permitted hereby, pay any dividends or other payments with respect to the Pledged Securities directly to the Administrative Agent.
Appears in 1 contract
Sources: Guaranty and Collateral Agreement (Regal Entertainment Group)