Special Provisions Relating to Certain Collateral Clause Samples
Special Provisions Relating to Certain Collateral. (a) Pledged Shares and Pledged Obligations.
(i) The Debtors will cause the Pledged Stock to constitute at all times, with respect to (x) any Issuer other than a Foreign Subsidiary referred to in clause (y) below, all of the shares of each class of capital stock of each such Issuer then owned by any Debtor and (y) any Foreign Subsidiary with respect to which the Pledged Stock issued by such Foreign Subsidiary is limited to less than the entirety thereof as provided in the definition of the term “Pledged Stock”, such amount of the shares of capital stock of each such Issuer as will not (subject to Section 3.1(a) hereof) result in greater than 65% of the total combined voting power of all classes of capital stock of any such Issuer.
(ii) In addition to all powers granted to the Administrative Agent pursuant to Section 9.1 hereof, so long as no Event of Default shall have occurred and be continuing, the Debtors shall have the right to exercise all voting, consensual, partnership, managerial and membership rights and powers and other powers of ownership pertaining to the Pledged Shares (collectively, the “Voting Rights”) for all purposes not inconsistent with the terms of this Agreement, the other Loan Documents or any other instrument or agreement referred to herein or therein; provided, however, that each Debtor agrees that no vote shall be cast or membership or partnership right exercised or other action taken which, in the Administrative Agent’s reasonable judgment, would materially impair the Pledged Shares (other than pursuant to a transaction expressly permitted under the Credit Agreement) or which would be inconsistent with or result in any violation of any provision of any of this Agreement or any other Loan Document. The Administrative Agent shall execute and deliver to the Debtors or cause to be executed and delivered to the Debtors all such proxies, powers of attorney, dividend and other orders, and all such instruments, without recourse, as the Debtors may reasonably request for the purpose of enabling the Debtors to exercise the Voting Rights that they are entitled to exercise pursuant to this Section 8.17. Upon the occurrence and during the continuance of an Event of Default, at the Administrative Agent’s option and following written notice from the Administrative Agent to the Debtors (such written notice to be effective immediately upon the giving thereof as provided below) all rights of the Debtors to exercise the Voting Rights they are entitle...
Special Provisions Relating to Certain Collateral. 10 (d) Events of Default, Etc.................................11 (e) FCC Approval...........................................12 Section 5.2 Deficiency.............................................12 Section 5.3 Removals, Etc..........................................12 Section 5.4 Application of Proceeds................................13 Section 5.5 Attorney-in-Fact.......................................13 Section 5.6 Perfection.............................................13 Section 5.7 Termination............................................13 Section 5.8
Special Provisions Relating to Certain Collateral. Borrower Security Agreement
Special Provisions Relating to Certain Collateral. 10 Section 4.05. Remedies 11 Section 4.06. Deficiency 14 Section 4.07. Locations; Names, Etc 14 Section 4.08. Application of Proceeds 14 Section 4.09. Attorney in Fact and Proxy 14 Section 4.10. Perfection and Recordation 15 Section 4.11. Termination 15 Section 4.12. Further Assurances 16 SECTION 5. MISCELLANEOUS 16 Section 5.01. Notices 16
Special Provisions Relating to Certain Collateral. 85 Section 10.09. Additional Remedies During an Event of Default, Etc 86 Section 10.10. Private Sale 88 Section 10.11. Application of Proceeds. 88 Section 10.12. Attorney-in-Fact 88 Section 10.13. Further Assurances 89 Section 10.14. Certain Regulatory Requirements. 89 Section 10.15. Agents and Attorneys-in-Fact 91 Section 10.16. No Senior Liens 91 Section 10.17. Guarantee. 91 Exhibit A Form of Assignment and Acceptance Exhibit B Form of Administrative Questionnaire Exhibit C Form of Interim DIP Order Exhibit D Form of Final DIP Order Exhibit E Form of Initial Recognition Order Exhibit F Form of Final Recognition Order Exhibit G Notice of Borrowing Exhibit H-1 Form of Legal Opinion of ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ LLP Exhibit H-2 Form of Legal Opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇ Casgrain LLP Exhibit I Form of Promissory Note Schedule 2.01 Commitments Schedule 3.01 Organization and Good Standing Schedule 3.04 Governmental Approvals Schedule 3.05 Disclosed Liabilities Schedule 3.06 Material Adverse Effect Exceptions Schedule 3.07(b) Possession under Leases Schedule 3.07(c) Real Property Schedule 3.07(d) Leased Premises Schedule 3.08 Subsidiaries Schedule 3.09 Litigation Schedule 3.13 Taxes Schedule 3.16 Environmental Matters Schedule 3.17 Labor Matters Schedule 3.18 Insurance Schedule 3.20 Licenses Schedule 3.22 Accounts Schedule 3.23 Brokers Schedule 3.26 Transactions with Affiliates Schedule 3.27 Collateral Schedule 5.06 Material Contracts Schedule 5.13 Mortgages Schedule 6.01 Indebtedness Schedule 6.02 Liens Schedule 6.03 Investments AGREEMENT dated as of October [ ], 2010 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), among:
Special Provisions Relating to Certain Collateral. 8 Section 4.5 Events of Default, Etc 9 Section 4.6 Deficiency 10 Section 4.7 Removals, Etc 10 Section 4.8 Application of Proceeds 10 Section 4.9 Attorney-in-Fact 11 Section 4.10 Perfection 11 Section 4.11 Termination 11 Section 4.12 Expenses and Indemnities 11 Section 4.13 Further Assurances 12 Section 4.14 Releases 12 Section 4.15 Other Financing Statements and Liens 12 ARTICLE 5MISCELLANEOUS 12 Section 5.1 No Waiver 12 Section 5.2 Notices 12 Section 5.3 Amendments, Etc 13 Section 5.4 Successors and Assigns 13 Section 5.5 Captions 13 Section 5.6 Counterparts 13 Section 5.7 Governing Law 13 Section 5.8 Severability 13
Special Provisions Relating to Certain Collateral. 12 Section 5.5 EVENTS OF DEFAULT, ETC.......................................13 Section 5.6 DEFICIENCY...................................................15 Section 5.7 REMOVALS, ETC................................................15 Section 5.8 APPLICATION OF PROCEEDS......................................15 Section 5.9 ATTORNEY-IN-FACT.............................................16 Section 5.10 PERFECTION..................................................16 Section 5.11 TERMINATION.................................................16 Section 5.12
Special Provisions Relating to Certain Collateral. (a) For the purposes of enabling the Lender to exercise rights and remedies under Section 4.05 hereof (in the event of an unremedied default) at such time as the Lender shall be lawfully entitled to exercise such rights and remedies, and for no other purpose, the Borrower hereby grant to the Lender, to the extent assignable, an irrevocable, non-exclusive license (exercisable without payment of royalty or other compensation to the Borrower) to use, assign, license or sublicense any of the Intellectual Property (other than the Trademark Collateral or goodwill associated therewith) now owned or hereafter acquired by the Borrower, wherever the same may be located, including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout thereof.
(b) Notwithstanding anything contained herein to the contrary, but subject to the provisions of Section 5(h) of the Note which limit the right of the Borrower to dispose of its property, so long as no Event or Default shall have occurred and be continuing, the Borrower
Special Provisions Relating to Certain Collateral
Special Provisions Relating to Certain Collateral