Additional Rights. (1) In addition to the remedies set forth in Section 4.08, the Bond Trustee may, whenever the Security has become enforceable: (a) require the Guarantor, at the Guarantor’s expense, to assemble the Collateral at a place or places designated by notice in writing and the Guarantor agrees to so assemble the Collateral; (b) require the Guarantor, by notice in writing, to disclose to the Bond Trustee the location or locations of the Collateral and the Guarantor agrees to make such disclosure when so required; (c) repair, process, modify, complete or otherwise deal with the Collateral and prepare for the disposition of the Collateral, whether on the premises of the Guarantor or otherwise; (d) carry on all or any part of the business of the Guarantor and, to the exclusion of all others including the Guarantor, enter upon, occupy and use all or any of the premises, buildings, and other property of or used by the Guarantor for such time as the Bond Trustee sees fit, free of charge, and the Bond Trustee shall not be liable to the Guarantor for any act, omission or negligence in so doing or for any rent, charges, depreciation or damages incurred in connection with or resulting from such action; (e) exercise all voting rights attached to the Pledged Securities (whether or not registered in the name of the Bond Trustee or its nominee) and give or withhold all consents, waivers and ratifications in respect thereof, collect and receive dividends and other distributions relating thereto and otherwise act with respect thereto as though it were the absolute owner thereof; (f) deal with any security entitlements, securities accounts and securities intermediaries holding security entitlements as if it were the entitlement holder thereof including making such entitlement orders as it deems appropriate and instructing any such securities intermediary to transfer the securities accounts held in any Controlled Securities Accounts into an account in the name of the Bond Trustee or as it may direct; (g) exercise any and all rights of redemption, conversion, exchange, sale, 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 thereof, or upon the exercise by any issuer of any right, privilege or option pertaining to any of the Pledged Securities, and in connection therewith, to deposit and deliver or direct the sale or other disposition of any of the Pledged Securities with any committee, depositary, Securities Intermediary, clearing house, 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; (h) borrow for the purpose of carrying on the business of the Guarantor or for the maintenance, preservation or protection of the Collateral and mortgage, grant or charge a security interest in the Collateral, whether or not in priority to the Security, to secure repayment; and (i) commence, continue or defend any judicial or administrative proceedings for the purpose of protecting, seizing, collecting, realizing or obtaining possession or payment of the Collateral, and give good and valid receipts and discharges in respect of the Collateral and compromise or give time for the payment or performance of all or any part of the accounts or any other obligation of any third party to the Guarantor. (2) The Bond Trustee shall have the power to insure against any liabilities or obligations arising: (a) as a result of the Bond Trustee acting or failing to act in a certain way (other than which may arise from its negligence or wilful default or that of its officers or employees); (b) as a result of any act or failure to act by any person or persons to whom the Bond Trustee has delegated any of its trusts, rights, powers, duties, authorities or discretions, or appointed as its agent (other than which may arise from such person’s negligence, fraud and/or wilful default); (c) in connection with the Collateral; or (d) in connection with or arising from the enforcement of the Security created by or pursuant to this Agreement. The Bond Trustee shall not be under any obligation to insure in respect of such liabilities and/or obligations or to require any other person to maintain insurance, but to the extent that it does so, the Guarantor shall quarterly and on written request pay all insurance premiums and expenses which the Bond Trustee may properly incur in relation to such insurance. If the Guarantor fails to pay such premiums or expenses or to reimburse the Bond Trustee therefor, the Bond Trustee shall be entitled to be indemnified out of the Collateral in respect thereof and, where a Guarantor Acceleration Notice has been served, the indemnification of the Bond Trustee in respect of all such insurance premiums and expenses shall be payable in priority to payments to the Holders of the Covered Bonds and all other Secured Creditors and otherwise in accordance with this Agreement.
Appears in 8 contracts
Samples: General Security Agreement, General Security Agreement, General Security Agreement
Additional Rights. If, during the continuance of an Event of Default, Administrative Agent determines to exercise its right to sell all or any portion of the Pledged Equity Collateral pursuant to Section 5.2, upon Administrative Agent's request, then Grantor (at its own expense):
1. Will execute and deliver, and will use best efforts to cause each issuer of the Pledged Equity Collateral contemplated to be sold (and the directors and officers thereof) to execute and deliver, all such instruments and documents, and will do or use best efforts to cause to be done all such other acts and things as may be necessary or, in Administrative Agent's opinion, advisable (1) In addition to register such Pledged Equity Collateral under the provisions of the Securities Act, and (2) to cause the registration statement relating thereto to become effective and to remain effective for such period as prospectuses are required by law to be furnished, and (3) to make all amendments and supplements thereto and to the remedies set forth related prospectus which, in Section 4.08Administrative Agent's opinion, are necessary or advisable, all in conformity with the Bond Trustee may, whenever requirements of the Security has become enforceable:
(a) require the Guarantor, at the Guarantor’s expense, to assemble the Collateral at a place or places designated by notice in writing Securities Act and the Guarantor agrees to so assemble the Collateral;
(b) require the Guarantor, by notice in writing, to disclose to the Bond Trustee the location or locations rules and regulations of the Securities and Exchange Commission applicable thereto; and
2. Will use its best efforts to qualify the Pledged Equity Collateral under the state securities or "Blue Sky" laws and to obtain all necessary governmental approvals for the Guarantor agrees sale of the Pledged Equity Collateral, as requested by Administrative Agent; and
3. Will use best efforts to cause each such issuer to make available to its security holders, as soon as practicable, an earnings statement that will satisfy the provisions of Section 11(a) of the Securities Act; and
4. Will do or use best efforts to cause to be done all such other acts and things as may be reasonably necessary, or in Administrative Agent's opinion, advisable to make such disclosure when so required;
(c) repair, process, modify, complete or otherwise deal with the Collateral and prepare for the disposition sale of the Collateral, whether on the premises of the Guarantor or otherwise;
(d) carry on all Pledged Equity Collateral or any part thereof valid and binding and in compliance with applicable law. In furtherance of the business foregoing (and not in limitation of any other obligations under the Guarantor andLoan Documents), to Grantor covenants that it will fully cooperate with the exclusion of all others including the Guarantor, enter upon, occupy and use all or any of the premises, buildingsAdministrative Agent, and other property will comply with all requests of or used by Administrative Agent, in order to permit Administrative Agent to fully and timely exercise the Guarantor for such time as the Bond Trustee sees fit, free of charge, and the Bond Trustee shall not be liable to the Guarantor for any act, omission or negligence in so doing or for any rent, charges, depreciation or damages incurred in connection with or resulting from such action;
(e) exercise all voting rights attached to the Pledged Securities (whether or not registered in the name of the Bond Trustee or its nominee) and give or withhold all consents, waivers and ratifications in respect thereof, collect and receive dividends and other distributions relating thereto and otherwise act with respect thereto as though it were the absolute owner thereof;
(f) deal with any security entitlements, securities accounts and securities intermediaries holding security entitlements as if it were the entitlement holder thereof including making such entitlement orders as it deems appropriate and instructing any such securities intermediary to transfer the securities accounts held in any Controlled Securities Accounts into an account in the name of the Bond Trustee or as it may direct;
(g) exercise any and all rights of redemption, conversion, exchange, sale, 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 thereof, or upon the exercise by any issuer of any right, privilege or option pertaining to any of the Pledged Securities, and in connection therewith, to deposit and deliver or direct the sale or other disposition of any of the Pledged Securities with any committee, depositary, Securities Intermediary, clearing house, 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;
(h) borrow for the purpose of carrying on the business of the Guarantor or for the maintenance, preservation or protection of the Collateral and mortgage, grant or charge a security interest in the Collateral, whether or not in priority to the Security, to secure repayment; and
(i) commence, continue or defend any judicial or administrative proceedings for the purpose of protecting, seizing, collecting, realizing or obtaining possession or payment of the Collateral, and give good and valid receipts and discharges in respect of the Collateral and compromise or give time for the payment or performance of all or any part of the accounts or any other obligation of any third party to the Guarantorremedies under this Section.
(2) The Bond Trustee shall have the power to insure against any liabilities or obligations arising:
(a) as a result of the Bond Trustee acting or failing to act in a certain way (other than which may arise from its negligence or wilful default or that of its officers or employees);
(b) as a result of any act or failure to act by any person or persons to whom the Bond Trustee has delegated any of its trusts, rights, powers, duties, authorities or discretions, or appointed as its agent (other than which may arise from such person’s negligence, fraud and/or wilful default);
(c) in connection with the Collateral; or
(d) in connection with or arising from the enforcement of the Security created by or pursuant to this Agreement. The Bond Trustee shall not be under any obligation to insure in respect of such liabilities and/or obligations or to require any other person to maintain insurance, but to the extent that it does so, the Guarantor shall quarterly and on written request pay all insurance premiums and expenses which the Bond Trustee may properly incur in relation to such insurance. If the Guarantor fails to pay such premiums or expenses or to reimburse the Bond Trustee therefor, the Bond Trustee shall be entitled to be indemnified out of the Collateral in respect thereof and, where a Guarantor Acceleration Notice has been served, the indemnification of the Bond Trustee in respect of all such insurance premiums and expenses shall be payable in priority to payments to the Holders of the Covered Bonds and all other Secured Creditors and otherwise in accordance with this Agreement.
Appears in 4 contracts
Samples: Security and Pledge Agreement (Integrity Media Inc), Security and Pledge Agreement (Integrity Media Inc), Security and Pledge Agreement (Integrity Media Inc)
Additional Rights. (1) In addition to the remedies set forth in Section 4.08, the Bond Trustee may3.2 and elsewhere in this Agreement, whenever the Security has become Interest is enforceable, the Collateral Agent may:
(a) require any of the GuarantorObligors, at the Guarantorsuch Obligor’s expense, to assemble the Collateral at a place or places designated by notice in writing and each of the Guarantor agrees Obligors agree to so assemble the CollateralCollateral immediately upon receipt of such notice;
(b) require the GuarantorObligors, by notice in writing, to disclose to the Bond Trustee Collateral Agent the location or locations of the Collateral and the Guarantor agrees Obligors agree to promptly make such disclosure when so required;
(c) repair, process, modify, complete or otherwise deal with the Collateral and prepare for the disposition of the Collateral, whether on the premises of the Guarantor Obligors or otherwise;
(d) redeem any prior security interest against any Collateral, procure the transfer of such security interest to itself, or settle and pass the accounts of the prior mortgagee, chargee or encumbrancer (any accounts to be conclusive and binding on the applicable Obligor);
(e) pay any liability secured by any Lien against any Collateral (the Obligors will immediately on demand reimburse the Collateral Agent for all such payments);
(f) carry on all or any part of the business of the Guarantor Obligors and, to the exclusion of all others including the GuarantorObligors, enter upon, occupy and use all or any of the premises, buildings, and other property of or used by any of the Guarantor Obligor for such time as the Bond Trustee Collateral Agent sees fit, free of charge, and the Bond Trustee shall Collateral Agent and the Secured Parties are not be liable to the Guarantor Obligors for any act, omission or negligence in so doing or for any rent, charges, depreciation or damages incurred in connection with or resulting from such action;
(e) exercise all voting rights attached to the Pledged Securities (whether or not registered in the name of the Bond Trustee or its nominee) and give or withhold all consents, waivers and ratifications in respect thereof, collect and receive dividends and other distributions relating thereto and otherwise act with respect thereto as though it were the absolute owner thereof;
(f) deal with any security entitlements, securities accounts and securities intermediaries holding security entitlements as if it were the entitlement holder thereof including making such entitlement orders as it deems appropriate and instructing any such securities intermediary to transfer the securities accounts held in any Controlled Securities Accounts into an account in the name of the Bond Trustee or as it may direct;
(g) exercise any and all rights of redemption, conversion, exchange, sale, 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 thereof, or upon the exercise by any issuer of any right, privilege or option pertaining to any of the Pledged Securities, and in connection therewith, to deposit and deliver or direct the sale or other disposition of any of the Pledged Securities with any committee, depositary, Securities Intermediary, clearing house, 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;
(h) borrow for the purpose of carrying on the business any of the Guarantor businesses of the Obligors or for the maintenance, preservation or protection of the Collateral and mortgage, grant or charge a security interest in the Collateral, whether or not in priority to the SecuritySecurity Interest, to secure repayment; and;
(ih) commence, continue or defend any judicial or administrative proceedings for the purpose of protecting, seizing, collecting, realizing or obtaining possession or payment of the Collateral, and give good and valid receipts and discharges in respect of the Collateral and compromise or give time for the payment or performance of all or any part of the accounts or any other obligation of any third party to the Guarantor.Obligors; and
(2i) The Bond Trustee shall have the power to insure against at any liabilities or obligations arising:
(a) as a result of the Bond Trustee acting or failing to act in a certain way (other than which may arise from its negligence or wilful default or that of its officers or employees);
(b) as a result of any act or failure to act by any person or persons to whom the Bond Trustee has delegated any of its trustspublic sale, rights, powers, duties, authorities or discretions, or appointed as its agent (other than which may arise from such person’s negligence, fraud and/or wilful default);
(c) in connection with the Collateral; or
(d) in connection with or arising from the enforcement of the Security created by or pursuant to this Agreement. The Bond Trustee shall not be under any obligation to insure in respect of such liabilities and/or obligations or to require any other person to maintain insurance, but and to the extent that it does sopermitted by law on any private sale, the Guarantor shall quarterly bid for and on written request pay purchase any or all insurance premiums and expenses which the Bond Trustee may properly incur in relation to such insurance. If the Guarantor fails to pay such premiums or expenses or to reimburse the Bond Trustee therefor, the Bond Trustee shall be entitled to be indemnified out of the Collateral in offered for sale and upon compliance with the terms of such sale, hold, retain and dispose of such Collateral without any further accountability to the Obligors or any other Person with respect thereof andto such holding, where a Guarantor Acceleration Notice has been servedretention or disposition, except as required by law. In any such sale to the Collateral Agent, the indemnification Collateral Agent may, for the purpose of making payment for all or any part of the Bond Trustee in respect of all such insurance premiums Collateral so purchased, use any claim for Secured Obligations then due and expenses shall be payable in priority to payments to it as a credit against the Holders of the Covered Bonds and all other Secured Creditors and otherwise in accordance with this Agreementpurchase price.
Appears in 4 contracts
Samples: Credit Agreement (Novelis Inc.), Credit Agreement (Novelis Inc.), Credit Agreement (Novelis South America Holdings LLC)
Additional Rights. (1) In addition to the remedies set forth in Section 4.08, the Bond Trustee may3.2 and elsewhere in this Agreement, whenever the Security has become Interest is enforceable, the Collateral Agent may:
(a) require the GuarantorObligor, at the GuarantorObligor’s expense, to assemble the Collateral at a place or places designated by notice in writing and the Guarantor Obligor agrees to so assemble the CollateralCollateral immediately upon receipt of such notice;
(b) require the GuarantorObligor, by notice in writing, to disclose to the Bond Trustee Collateral Agent the location or locations of the Collateral and the Guarantor Obligor agrees to promptly make such disclosure when so required;
(c) repair, process, modify, complete or otherwise deal with the Collateral and prepare for the disposition of the Collateral, whether on the premises of the Guarantor Obligor or otherwise;
(d) redeem any prior security interest against any Collateral, procure the transfer of such security interest to itself, or settle and pass the accounts of the prior mortgagee, chargee or encumbrancer (any accounts to be conclusive and binding on Obligor);
(e) pay any liability secured by any Lien against any Collateral (the Obligor will immediately on demand reimburse the Collateral Agent for all such payments);
(f) carry on all or any part of the business of the Guarantor Obligor and, to the exclusion of all others including the GuarantorObligor, enter upon, occupy and use all or any of the premises, buildings, and other property of or used by the Guarantor Obligor for such time as the Bond Trustee Collateral Agent sees fit, free of charge, and the Bond Trustee shall Collateral Agent and the Secured Creditors are not be liable to the Guarantor Obligor for any act, omission or negligence in so doing or for any rent, charges, depreciation or damages incurred in connection with or resulting from such action;
(e) exercise all voting rights attached to the Pledged Securities (whether or not registered in the name of the Bond Trustee or its nominee) and give or withhold all consents, waivers and ratifications in respect thereof, collect and receive dividends and other distributions relating thereto and otherwise act with respect thereto as though it were the absolute owner thereof;
(f) deal with any security entitlements, securities accounts and securities intermediaries holding security entitlements as if it were the entitlement holder thereof including making such entitlement orders as it deems appropriate and instructing any such securities intermediary to transfer the securities accounts held in any Controlled Securities Accounts into an account in the name of the Bond Trustee or as it may direct;
(g) exercise any and all rights of redemption, conversion, exchange, sale, 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 thereof, or upon the exercise by any issuer of any right, privilege or option pertaining to any of the Pledged Securities, and in connection therewith, to deposit and deliver or direct the sale or other disposition of any of the Pledged Securities with any committee, depositary, Securities Intermediary, clearing house, 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;
(h) borrow for the purpose of carrying on the business of the Guarantor Obligor or for the maintenance, preservation or protection of the Collateral and mortgage, grant or charge a security interest in the Collateral, whether or not in priority to the SecuritySecurity Interest, to secure repayment; and;
(ih) commence, continue or defend any judicial or administrative proceedings for the purpose of protecting, seizing, collecting, realizing or obtaining possession or payment of the Collateral, and give good and valid receipts and discharges in respect of the Collateral and compromise or give time for the payment or performance of all or any part of the accounts or any other obligation of any third party to the Guarantor.Obligor; and
(2i) The Bond Trustee shall have the power to insure against at any liabilities or obligations arising:
(a) as a result of the Bond Trustee acting or failing to act in a certain way (other than which may arise from its negligence or wilful default or that of its officers or employees);
(b) as a result of any act or failure to act by any person or persons to whom the Bond Trustee has delegated any of its trustspublic sale, rights, powers, duties, authorities or discretions, or appointed as its agent (other than which may arise from such person’s negligence, fraud and/or wilful default);
(c) in connection with the Collateral; or
(d) in connection with or arising from the enforcement of the Security created by or pursuant to this Agreement. The Bond Trustee shall not be under any obligation to insure in respect of such liabilities and/or obligations or to require any other person to maintain insurance, but and to the extent that it does sopermitted by law on any private sale, the Guarantor shall quarterly bid for and on written request pay purchase any or all insurance premiums and expenses which the Bond Trustee may properly incur in relation to such insurance. If the Guarantor fails to pay such premiums or expenses or to reimburse the Bond Trustee therefor, the Bond Trustee shall be entitled to be indemnified out of the Collateral in offered for sale and upon compliance with the terms of such sale, hold, retain and dispose of such Collateral without any further accountability to the Obligor or any other Person with respect thereof andto such holding, where a Guarantor Acceleration Notice has been servedretention or disposition, except as required by law. In any such sale to the Collateral Agent, the indemnification Collateral Agent may, for the purpose of making payment for all or any part of the Bond Trustee in respect of all such insurance premiums Collateral so purchased, use any claim for Secured Obligations then due and expenses shall be payable in priority to payments to it as a credit against the Holders of the Covered Bonds and all other Secured Creditors and otherwise in accordance with this Agreementpurchase price.
Appears in 3 contracts
Samples: Credit Agreement (Bway Parent Company, Inc.), Security Agreement (BWAY Holding CO), Security Agreement (Bway Corp)
Additional Rights. (1) In addition Except as expressly provided in this Agreement, the Company represents and warrants that it is not a party to, or otherwise subject to, any other agreement granting registration rights to any other Person with respect to any Securities of the Company. Neither the Company nor its Subsidiaries shall enter into any agreement with respect to their respective Securities that is inconsistent with the rights granted to the remedies set forth Holders in Section 4.08this Agreement or, the Bond Trustee may, whenever the Security has become enforceable:
(a) require the Guarantor, at the Guarantor’s expense, to assemble the Collateral at a place or places designated by notice in writing and the Guarantor agrees to so assemble the Collateral;
(b) require the Guarantor, by notice in writing, to disclose to the Bond Trustee the location or locations of the Collateral and the Guarantor agrees to make such disclosure when so required;
(c) repair, process, modify, complete or otherwise deal with the Collateral and prepare for the disposition of the Collateral, whether on the premises of the Guarantor or otherwise;
(d) carry on all or any part of the business of the Guarantor and, to the exclusion of all others including the Guarantor, enter upon, occupy and use all or any of the premises, buildings, and other property of or used by the Guarantor for such time as the Bond Trustee sees fit, free of charge, and the Bond Trustee shall not be liable to the Guarantor for any act, omission or negligence in so doing or for any rent, charges, depreciation or damages incurred in connection with or resulting from such action;
(e) exercise all voting rights attached to the Pledged Securities (whether or not registered in the name of the Bond Trustee or its nominee) and give or withhold all consents, waivers and ratifications in respect thereof, collect and receive dividends and other distributions relating thereto and otherwise act with respect thereto as though it were the absolute owner thereof;
(f) deal with any security entitlements, securities accounts and securities intermediaries holding security entitlements as if it were the entitlement holder thereof including making such entitlement orders as it deems appropriate and instructing any such securities intermediary to transfer the securities accounts held in any Controlled Securities Accounts into an account in the name of the Bond Trustee or as it may direct;
(g) exercise any and all rights of redemption, conversion, exchange, sale, 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 thereof, or upon the exercise by any issuer of any right, privilege or option pertaining to any of the Pledged Securities, and in connection therewith, to deposit and deliver or direct the sale or other disposition of any of the Pledged Securities with any committee, depositary, Securities Intermediary, clearing house, 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;
(h) borrow for the purpose of carrying on the business of the Guarantor or for the maintenance, preservation or protection of the Collateral and mortgage, grant or charge a security interest in the Collateral, whether or not in priority to the Security, to secure repayment; and
(i) commence, continue or defend any judicial or administrative proceedings for the purpose of protecting, seizing, collecting, realizing or obtaining possession or payment of the Collateral, and give good and valid receipts and discharges in respect of the Collateral and compromise or give time for the payment or performance of all or any part of the accounts or any other obligation of any third party to the Guarantor.
(2) The Bond Trustee shall have the power to insure against any liabilities or obligations arising:
(a) as a result of the Bond Trustee acting or failing to act in a certain way (other than which may arise from its negligence or wilful default or that of its officers or employees);
(b) as a result of any act or failure to act by any person or persons to whom the Bond Trustee has delegated any of its trusts, rights, powers, duties, authorities or discretions, or appointed as its agent (other than which may arise from such person’s negligence, fraud and/or wilful default);
(c) in connection with the Collateral; or
(d) in connection with or arising from the enforcement of the Security created by or pursuant to this Agreement. The Bond Trustee shall , grant any additional registration rights to any Person or with respect to any Securities that are not be under Registrable Securities or any obligation to insure in respect securities convertible, exchangeable into or exercisable for such Securities, or amend any grant of such liabilities and/or obligations right, without the prior written consent of the Holders holding a majority of the Registrable Securities subject to this Agreement. In the event the Company engages in a merger or consolidation in which the shares of Common Stock are converted into Securities of another company, appropriate arrangements will be made so that the registration rights provided under this Agreement continue to require be provided to Holders by the issuer of such Securities. To the extent such new issuer, or any other person to maintain insurancecompany acquired by the Company in a merger or consolidation, but to was bound by registration rights that would conflict with the extent that it does soprovisions of this Agreement, the Guarantor shall quarterly Company will use its reasonable best efforts to modify any such “inherited” registration rights so as not to interfere in any material respects with the rights provided under this Agreement, unless otherwise agreed by Holders then holding a majority of Registrable Securities. In addition, in the event that the Company effects the separation of any portion of its business into one or more entities (each, a “NewCo”), whether existing or newly formed, including without limitation by way of spin-off, split-off, carve-out, demerger, recapitalization, reorganization or similar transaction, and on written request pay all insurance premiums and expenses which the Bond Trustee may properly incur any Holder will receive equity interests in relation to any such insurance. If the Guarantor fails to pay NewCo as part of such premiums or expenses or to reimburse the Bond Trustee thereforseparation, the Bond Trustee Company shall be entitled cause any such NewCo to be indemnified out of the Collateral enter into a registration rights agreement with each such Holder that provides each such Holder with registration rights vis-á-vis such NewCo that are substantially identical to those set forth in respect thereof and, where a Guarantor Acceleration Notice has been served, the indemnification of the Bond Trustee in respect of all such insurance premiums and expenses shall be payable in priority to payments to the Holders of the Covered Bonds and all other Secured Creditors and otherwise in accordance with this Agreement.
Appears in 3 contracts
Samples: Registration Rights Agreement (Apria, Inc.), Registration Rights Agreement (Apria, Inc.), Registration Rights Agreement (Apria, Inc.)
Additional Rights. (1) In addition to the remedies set forth in Section 4.08, the Bond Trustee may3.2 and elsewhere in this Agreement, whenever the Security has become Interest is enforceable, the Security Agent may:
(a) require the GuarantorObligor, at the GuarantorObligor’s expense, to assemble the Collateral at a place or places designated by notice in writing and the Guarantor Obligor agrees to so assemble the CollateralCollateral immediately upon receipt of such notice;
(b) require the GuarantorObligor, by notice in writing, to disclose to the Bond Trustee Security Agent the location or locations of the Collateral and the Guarantor Obligor agrees to promptly make such disclosure when so required;
(c) require the Obligor to provide notice in writing to any insurer respecting any insurance policy which has been assigned and/or charged in favour of the Security Agent;
(d) repair, process, modify, complete or otherwise deal with the Collateral and prepare for the disposition of the Collateral, whether on the premises of the Guarantor Obligor or otherwise;
(de) redeem any prior security interest against any Collateral, procure the transfer of such security interest to itself, or settle and pass the accounts of the prior mortgagee, chargee or encumbrancer (any accounts to be conclusive and binding on Obligor);
(f) pay any liability secured by any Encumbrance against any Collateral (the Obligor will immediately on demand reimburse the Security Agent for all such payments);
(g) carry on all or any part of the business of the Guarantor Obligor and, to the exclusion of all others including the GuarantorObligor, enter upon, occupy and use all or any of the premises, buildings, and other property of or used by the Guarantor Obligor for such time as the Bond Trustee Security Agent sees fit, free of charge, and the Bond Trustee shall Security Agent and the Finance Parties are not be liable to the Guarantor Obligor for any act, omission or negligence in so doing or for any rent, charges, depreciation or damages incurred in connection with or resulting from such action;
(e) exercise all voting rights attached to the Pledged Securities (whether or not registered in the name of the Bond Trustee or its nominee) and give or withhold all consents, waivers and ratifications in respect thereof, collect and receive dividends and other distributions relating thereto and otherwise act with respect thereto as though it were the absolute owner thereof;
(f) deal with any security entitlements, securities accounts and securities intermediaries holding security entitlements as if it were the entitlement holder thereof including making such entitlement orders as it deems appropriate and instructing any such securities intermediary to transfer the securities accounts held in any Controlled Securities Accounts into an account in the name of the Bond Trustee or as it may direct;
(g) exercise any and all rights of redemption, conversion, exchange, sale, 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 thereof, or upon the exercise by any issuer of any right, privilege or option pertaining to any of the Pledged Securities, and in connection therewith, to deposit and deliver or direct the sale or other disposition of any of the Pledged Securities with any committee, depositary, Securities Intermediary, clearing house, 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;
(h) borrow for the purpose of carrying on the business of the Guarantor Obligor or for the maintenance, preservation or protection of the Collateral and mortgage, grant or charge a security interest in the Collateral, whether or not in priority to the SecuritySecurity Interest, to secure repayment; and;
(i) commence, continue or defend any judicial or administrative proceedings for the purpose of protecting, seizing, collecting, realizing or obtaining possession or payment of the Collateral, and give good and valid receipts and discharges in respect of the Collateral and compromise or give time for the payment or performance of all or any part of the accounts or any other obligation of any third party to the Guarantor.Obligor; and
(2j) The Bond Trustee shall have the power to insure against at any liabilities or obligations arising:
(a) as a result of the Bond Trustee acting or failing to act in a certain way (other than which may arise from its negligence or wilful default or that of its officers or employees);
(b) as a result of any act or failure to act by any person or persons to whom the Bond Trustee has delegated any of its trustspublic sale, rights, powers, duties, authorities or discretions, or appointed as its agent (other than which may arise from such person’s negligence, fraud and/or wilful default);
(c) in connection with the Collateral; or
(d) in connection with or arising from the enforcement of the Security created by or pursuant to this Agreement. The Bond Trustee shall not be under any obligation to insure in respect of such liabilities and/or obligations or to require any other person to maintain insurance, but and to the extent that it does sopermitted by law on any private sale, the Guarantor shall quarterly bid for and on written request pay purchase any or all insurance premiums and expenses which the Bond Trustee may properly incur in relation to such insurance. If the Guarantor fails to pay such premiums or expenses or to reimburse the Bond Trustee therefor, the Bond Trustee shall be entitled to be indemnified out of the Collateral in offered for sale and upon compliance with the terms of such sale, hold, retain and dispose of such Collateral without any further accountability to the Obligor or any other Person with respect thereof andto such holding, where a Guarantor Acceleration Notice has been servedretention or disposition, except as required by law. In any such sale to the Security Agent, the indemnification Security Agent may, for the purpose of making payment for all or any part of the Bond Trustee in respect of all such insurance premiums Collateral so purchased, use any claim for Secured Obligations then due and expenses shall be payable in priority to payments to it as a credit against the Holders of the Covered Bonds and all other Secured Creditors and otherwise in accordance with this Agreementpurchase price.
Appears in 2 contracts
Samples: Security Agreement (Hertz Corp), Security Agreement (Hertz Corp)
Additional Rights. (1) In addition to the remedies set forth in Section 4.083.08, the Bond Trustee may, whenever the Security has become enforceable:
(a) require the GuarantorGuarantor LP, at the GuarantorGuarantor LP’s expense, to assemble the Collateral at a place or places designated by notice in writing and the Guarantor LP agrees to so assemble the Collateral;
(b) require the GuarantorGuarantor LP, by notice in writing, to disclose to the Bond Trustee the location or locations of the Collateral and the Guarantor LP agrees to make such disclosure when so required;
(c) repair, process, modify, complete or otherwise deal with the Collateral and prepare for the disposition of the Collateral, whether on the premises of the Guarantor LP or otherwise;
(d) carry on all or any part of the business of the Guarantor LP and, to the exclusion of all others including the GuarantorGuarantor LP, enter upon, occupy and use all or any of the premises, buildings, and other property of or used by the Guarantor LP for such time as the Bond Trustee sees fit, free of charge, and the Bond Trustee shall not be liable to the Guarantor LP for any act, omission or negligence in so doing or for any rent, charges, depreciation or damages incurred in connection with or resulting from such action;
(e) exercise all voting rights attached to the Pledged Securities (whether or not registered in the name of the Bond Trustee or its nominee) and give or withhold all consents, waivers and ratifications in respect thereof, collect and receive dividends and other distributions relating thereto and otherwise act with respect thereto as though it were the absolute owner thereof;
(f) deal with any security entitlementsSecurity Entitlements, securities accounts Securities Accounts and securities intermediaries Securities Intermediaries holding security entitlements Security Entitlements as if it were the entitlement holder Entitlement Holder thereof including making such entitlement orders Entitlement Orders as it deems appropriate and instructing any such securities intermediary Securities Intermediary to transfer the securities accounts Securities Accounts held in any Controlled Securities Accounts into an account in the name of the Bond Trustee or as it may direct;
(g) exercise any and all rights of redemption, conversion, exchange, sale, 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 thereof, or upon the exercise by any issuer of any right, privilege or option pertaining to any of the Pledged Securities, and in connection therewith, to deposit and deliver or direct the sale or other disposition of any of the Pledged Securities with any committee, depositary, Securities Intermediary, clearing house, 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;
(h) borrow for the purpose of carrying on the business of the Guarantor LP or for the maintenance, preservation or protection of the Collateral and mortgage, grant or charge a security interest in the Collateral, whether or not in priority to the Security, to secure repayment; and
(i) commence, continue or defend any judicial or administrative proceedings for the purpose of protecting, seizing, collecting, realizing or obtaining possession or payment of the Collateral, and give good and valid receipts and discharges in respect of the Collateral and compromise or give time for the payment or performance of all or any part of the accounts or any other obligation of any third party to the GuarantorGuarantor LP.
(2) The Bond Trustee shall have the power to insure against any liabilities or obligations arising:
(a) as a result of the Bond Trustee acting or failing to act in a certain way (other than which may arise from its negligence or wilful default or that of its officers or employees);
(b) as a result of any act or failure to act by any person or persons to whom the Bond Trustee has delegated any of its trusts, rights, powers, duties, authorities or discretions, or appointed as its agent (other than which may arise from such person’s 's negligence, fraud and/or wilful default);
(c) in connection with the Collateral; or
(d) in connection with or arising from the enforcement of the Security created by or pursuant to this Agreement. The Bond Trustee shall not be under any obligation to insure in respect of such liabilities and/or obligations or to require any other person to maintain insurance, but to the extent that it does so, the Guarantor LP shall quarterly and on written request pay all insurance premiums and expenses which the Bond Trustee may properly incur in relation to such insurance. If the Guarantor LP fails to pay such premiums or expenses or to reimburse the Bond Trustee therefor, the Bond Trustee shall be entitled to be indemnified out of the Collateral in respect thereof and, where a Guarantor LP Acceleration Notice has been served, the indemnification of the Bond Trustee in respect of all such insurance premiums and expenses shall be payable in priority to payments to the Holders of the Covered Bonds and all other Secured Creditors and otherwise in accordance with this Agreement.
Appears in 2 contracts
Samples: General Security Agreement (RBC Covered Bond Guarantor Limited Partnership), General Security Agreement (RBC Covered Bond Guarantor Limited Partnership)
Additional Rights. (1) In addition to the remedies set forth in Section 4.089.2 and elsewhere in this security agreement, the Bond Trustee Collateral Agent may, whenever the Security Interest has become enforceable:
(a) require the GuarantorObligor, at the GuarantorObligor’s expense, to assemble the Collateral at a place or places designated by notice in writing and the Guarantor Obligor agrees to so assemble the CollateralCollateral immediately upon receipt of such notice;
(b) require the GuarantorObligor, by notice in writing, to disclose to the Bond Trustee Collateral Agent the location or locations of the Collateral and the Guarantor Obligor agrees to promptly make such disclosure when so required;
(c) repair, process, modify, complete or otherwise deal with the Collateral and prepare for the disposition of the Collateral, whether on the premises of the Guarantor Obligor or otherwise;
(d) redeem any prior security interest against any Collateral, procure the transfer of such security interest to itself, or settle and pass the accounts of the prior mortgagee, chargee or encumbrancer (any accounts to be conclusive and binding on Obligor);
(e) pay any liability secured by any Lien against any Collateral (the Obligor will immediately on demand reimburse the Collateral Agent for all such payments);
(f) carry on all or any part of the business of the Guarantor Obligor and, to the exclusion of all others including the GuarantorObligor, enter upon, occupy and use all or any of the premises, buildings, and other property of or used by the Guarantor Obligor for such time as the Bond Trustee Collateral Agent sees fit, free of charge, and the Bond Trustee Collateral Agent and the Secured Creditors shall not be liable to the Guarantor Obligor for any act, omission or negligence in so doing or for any rent, charges, depreciation or damages incurred in connection with or resulting from such action;
(e) exercise all voting rights attached to the Pledged Securities (whether or not registered in the name of the Bond Trustee or its nominee) and give or withhold all consents, waivers and ratifications in respect thereof, collect and receive dividends and other distributions relating thereto and otherwise act with respect thereto as though it were the absolute owner thereof;
(f) deal with any security entitlements, securities accounts and securities intermediaries holding security entitlements as if it were the entitlement holder thereof including making such entitlement orders as it deems appropriate and instructing any such securities intermediary to transfer the securities accounts held in any Controlled Securities Accounts into an account in the name of the Bond Trustee or as it may direct;
(g) exercise any and all rights of redemption, conversion, exchange, sale, 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 thereof, or upon the exercise by any issuer of any right, privilege or option pertaining to any of the Pledged Securities, and in connection therewith, to deposit and deliver or direct the sale or other disposition of any of the Pledged Securities with any committee, depositary, Securities Intermediary, clearing house, 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;
(h) borrow for the purpose of carrying on the business of the Guarantor Obligor or for the maintenance, preservation or protection of the Collateral and mortgage, grant or charge a security interest in the Collateral, whether or not in priority to the SecuritySecurity Interest, to secure repayment; and;
(ih) commence, continue or defend any judicial or administrative proceedings for the purpose of protecting, seizing, collecting, realizing or obtaining possession or payment of the Collateral, and give good and valid receipts and discharges in respect of the Collateral and compromise or give time for the payment or performance of all or any part of the accounts or any other obligation of any third party to the Guarantor.
(2) The Bond Trustee shall have the power to insure against any liabilities or obligations arising:
(a) as a result of the Bond Trustee acting or failing to act in a certain way (other than which may arise from its negligence or wilful default or that of its officers or employees)Obligor;
(bi) at any public sale, and to the extent permitted by law on any private sale, bid for and purchase any or all of the Collateral offered for sale and upon compliance with the terms of such sale, hold, retain and dispose of such Collateral without any further accountability to the Obligor or any other Person with respect to such holding, retention or disposition, except as required by law. In any such sale to the Collateral Agent, the Collateral Agent may, for the purpose of making payment for all or any part of the Collateral so purchased, use any claim for Secured Obligations then due and payable to it as a result of any act or failure to act by any person or persons to whom credit against the Bond Trustee has delegated any of its trusts, rights, powers, duties, authorities or discretions, or appointed as its agent (other than which may arise from such person’s negligence, fraud and/or wilful default);purchase price; and
(cj) in connection with any sale of securities, disclose to the Collateral; or
(d) in connection with or arising from public any confidential information concerning the enforcement of the Security created by or pursuant to this Agreement. The Bond Trustee shall not be under any obligation to insure in respect issuer of such liabilities and/or obligations securities provided to it by the Borrower or to require any other person to maintain insuranceSubsidiary, but to if such disclosure is, in the extent that it does so, the Guarantor shall quarterly and on written request pay all insurance premiums and expenses which the Bond Trustee may properly incur in relation to such insurance. If the Guarantor fails to pay such premiums or expenses or to reimburse the Bond Trustee therefor, the Bond Trustee shall be entitled to be indemnified out opinion of the Collateral in respect thereof andAgent, where a Guarantor Acceleration Notice has been served, the indemnification of the Bond Trustee in respect of all necessary to effect such insurance premiums and expenses shall be payable in priority to payments to the Holders of the Covered Bonds and all other Secured Creditors and otherwise in accordance with this Agreementsale.
Appears in 2 contracts
Samples: Credit Agreement (General Cable Corp /De/), Credit Agreement (General Cable Corp /De/)
Additional Rights. (1) In addition to Neither the remedies set forth in Section 4.08, the Bond Trustee may, whenever the Security has become enforceable:
(a) require the Guarantor, at the Guarantor’s expense, to assemble the Collateral at a place or places designated by notice in writing and the Guarantor agrees to so assemble the Collateral;
(b) require the Guarantor, by notice in writing, to disclose to the Bond Trustee the location or locations of the Collateral and the Guarantor agrees to make such disclosure when so required;
(c) repair, process, modify, complete or otherwise deal with the Collateral and prepare for the disposition of the Collateral, whether on the premises of the Guarantor or otherwise;
(d) carry on all or any part of the business of the Guarantor and, to the exclusion of all others including the Guarantor, enter upon, occupy and use all or any of the premises, buildings, and other property of or used by the Guarantor for such time as the Bond Trustee sees fit, free of charge, and the Bond Trustee shall not be liable to the Guarantor for any act, omission or negligence in so doing or for any rent, charges, depreciation or damages incurred in connection with or resulting from such action;
(e) exercise all voting rights attached to the Pledged Securities (whether or not registered in the name of the Bond Trustee or its nominee) and give or withhold all consents, waivers and ratifications in respect thereof, collect and receive dividends and other distributions relating thereto and otherwise act with respect thereto as though it were the absolute owner thereof;
(f) deal with any security entitlements, securities accounts and securities intermediaries holding security entitlements as if it were the entitlement holder thereof including making such entitlement orders as it deems appropriate and instructing any such securities intermediary to transfer the securities accounts held in any Controlled Securities Accounts into an account in the name of the Bond Trustee or as it may direct;
(g) exercise any and all rights of redemption, conversion, exchange, sale, 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 thereof, or upon the exercise by any issuer of any right, privilege or option pertaining to any of the Pledged Securities, and in connection therewith, to deposit and deliver or direct the sale or other disposition of any of the Pledged Securities with any committee, depositary, Securities Intermediary, clearing house, 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;
(h) borrow for the purpose of carrying on the business of the Guarantor or for the maintenance, preservation or protection of the Collateral and mortgage, grant or charge a security interest in the Collateral, whether or not in priority to the Security, to secure repayment; and
(i) commence, continue or defend any judicial or administrative proceedings for the purpose of protecting, seizing, collecting, realizing or obtaining possession or payment of the Collateral, and give good and valid receipts and discharges in respect of the Collateral and compromise or give time for the payment or performance of all or any part of the accounts or any other obligation of any third party to the Guarantor.
(2) The Bond Trustee shall have the power to insure against any liabilities or obligations arising:
(a) as a result of the Bond Trustee acting or failing to act in a certain way (other than which may arise from its negligence or wilful default or that of its officers or employees);
(b) as a result of any act or failure to act by any person or persons to whom the Bond Trustee has delegated Company nor any of its trustssubsidiaries shall hereafter enter into, rightsand neither the Company nor any of its subsidiaries is currently a party to, powersany agreement with respect to its securities that is inconsistent with the rights granted to the Holders by this Agreement. The Company hereby represents and warrants that, dutiesas of the date hereof, authorities no registration or discretions, or appointed as its agent (similar rights have been granted to any other Person other than which may arise from such person’s negligence, fraud and/or wilful default);
(c) in connection with the Collateral; or
(d) in connection with or arising from the enforcement of the Security created by or pursuant to this Agreement. The Bond Trustee Registration Expenses. All expenses incident to the Company’s performance of or compliance with this Agreement shall not be under any obligation to insure in respect of such liabilities and/or obligations or to require paid by the Company, including (i) all registration and filing fees, and any other person to maintain insurance, but to the extent that it does so, the Guarantor shall quarterly and on written request pay all insurance premiums fees and expenses which associated with filings required to be made with the Bond Trustee may properly incur SEC or FINRA, (ii) all fees and expenses in relation connection with compliance with any securities or “Blue Sky” laws (including reasonable fees and disbursements of counsel for the underwriters in connection with blue sky qualifications of the Registrable Securities), (iii) all printing, duplicating, word processing, messenger, telephone, facsimile and delivery expenses (including expenses of printing certificates for the Registrable Securities in a form eligible for deposit with The Depository Trust Company and of printing Prospectuses), (iv) all fees and disbursements of counsel for the Company and of all independent certified public accountants or independent auditors of the Company and any subsidiaries of the Company (including the expenses of any special audit and comfort letters required by or incident to such insurance. If performance), (v) Securities Act liability insurance or similar insurance if the Guarantor fails to pay such premiums Company so desires or expenses or to reimburse the Bond Trustee therefor, the Bond Trustee shall be entitled to be indemnified out of the Collateral in respect thereof and, where a Guarantor Acceleration Notice has been served, the indemnification of the Bond Trustee in respect of all such insurance premiums and expenses shall be payable in priority to payments to the Holders of the Covered Bonds and all other Secured Creditors and otherwise underwriters so require in accordance with this Agreement.then-customary underwriting practice, (vi) all fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange or quotation of the Registrable Securities on any inter-dealer quotation system, (viii) all reasonable fees and disbursements of one legal counsel for the selling Holders, (ix) any reasonable fees and disbursements of underwriters customarily paid by issuers or sellers of securities, (x) all fees and expenses incurred in connection with the distribution or Transfer of Registrable Securities to or by a Holder or its Permitted Transferees in connection with a Public Offering, (xi) all fees and expenses of any special experts or other Persons retained by the Company in connection with any Registration or sale, (xii) all of the Company’s internal expenses (including all salaries and expenses of its officers and employees performing legal or accounting duties) and (xiii) all expenses related to the “road show” for any Underwritten Public Offering, including the reasonable out-of-pocket expenses of the Holders and underwriters, if so requested. All such
Appears in 2 contracts
Samples: Stock Purchase Agreement (Arrowhead Pharmaceuticals, Inc.), Investor Rights Agreement (Arrowhead Pharmaceuticals, Inc.)
Additional Rights. (1) In addition to the remedies set forth in Section 4.082.02, the Bond Trustee Collateral Agent, for the benefit of the Secured Parties, may, whenever the Security Interest has become enforceable:
(a) require the GuarantorGrantor, at the GuarantorGrantor’s expense, to assemble the Collateral at a place or places designated by notice in writing and the Guarantor Grantor agrees to so assemble the Collateral;
(b) require the GuarantorGrantor, by notice in writing, to disclose to the Bond Trustee Collateral Agent the location or locations of the Collateral and the Guarantor Grantor agrees to make such disclosure when so required;
(c) repair, process, modify, complete or otherwise deal with the Collateral and prepare for the disposition of the Collateral, whether on the premises of the Guarantor Grantor or otherwise;
(d) carry on all or any part of the business of the Guarantor Grantor and, to the exclusion of all others including the GuarantorGrantor, enter upon, occupy and use all or any of the premises, buildings, and other property of or used by the Guarantor Grantor for such time as the Bond Trustee Collateral Agent sees fit, free of charge, and the Bond Trustee Collateral Agent shall not be liable to the Guarantor Grantor for any act, omission or negligence in so doing or for any rent, charges, depreciation or damages incurred in connection with or resulting from such action;
(e) exercise all voting rights attached to the Pledged Securities (whether or not registered in the name of the Bond Trustee or its nominee) and give or withhold all consents, waivers and ratifications in respect thereof, collect and receive dividends and other distributions relating thereto and otherwise act with respect thereto as though it were the absolute owner thereof;
(f) deal with any security entitlements, securities accounts and securities intermediaries holding security entitlements as if it were the entitlement holder thereof including making such entitlement orders as it deems appropriate and instructing any such securities intermediary to transfer the securities accounts held in any Controlled Securities Accounts into an account in the name of the Bond Trustee or as it may direct;
(g) exercise any and all rights of redemption, conversion, exchange, sale, 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 thereof, or upon the exercise by any issuer of any right, privilege or option pertaining to any of the Pledged Securities, and in connection therewith, to deposit and deliver or direct the sale or other disposition of any of the Pledged Securities with any committee, depositary, Securities Intermediary, clearing house, 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;
(h) borrow for the purpose of carrying on the business of the Guarantor Grantor or for the maintenance, preservation or protection of the Collateral and mortgage, grant or charge a security interest in the Collateral, whether or not in priority to the SecuritySecurity Interest, to secure repayment; and
(if) commence, continue or defend any judicial or administrative proceedings for the purpose of protecting, seizing, collecting, realizing or obtaining possession or payment of the Collateral, and give good and valid receipts and discharges in respect of the Collateral and compromise or give time for the payment or performance of all or any part of the accounts or any other obligation of any third party to the GuarantorGrantor.
(2) The Bond Trustee shall have the power to insure against any liabilities or obligations arising:
(a) as a result of the Bond Trustee acting or failing to act in a certain way (other than which may arise from its negligence or wilful default or that of its officers or employees);
(b) as a result of any act or failure to act by any person or persons to whom the Bond Trustee has delegated any of its trusts, rights, powers, duties, authorities or discretions, or appointed as its agent (other than which may arise from such person’s negligence, fraud and/or wilful default);
(c) in connection with the Collateral; or
(d) in connection with or arising from the enforcement of the Security created by or pursuant to this Agreement. The Bond Trustee shall not be under any obligation to insure in respect of such liabilities and/or obligations or to require any other person to maintain insurance, but to the extent that it does so, the Guarantor shall quarterly and on written request pay all insurance premiums and expenses which the Bond Trustee may properly incur in relation to such insurance. If the Guarantor fails to pay such premiums or expenses or to reimburse the Bond Trustee therefor, the Bond Trustee shall be entitled to be indemnified out of the Collateral in respect thereof and, where a Guarantor Acceleration Notice has been served, the indemnification of the Bond Trustee in respect of all such insurance premiums and expenses shall be payable in priority to payments to the Holders of the Covered Bonds and all other Secured Creditors and otherwise in accordance with this Agreement.
Appears in 2 contracts
Samples: Canadian Security Agreement (Ryerson Holding Corp), Canadian Security Agreement (Ryerson Holding Corp)
Additional Rights. (1) In addition to the remedies set forth in Section 4.083.2, the Bond Trustee Collateral Agent may, whenever the Security Interest has become enforceable:
(a) require the GuarantorObligor, at the GuarantorObligor’s expense, to assemble the Collateral at a place or places designated by notice in writing and the Guarantor Obligor agrees to so assemble the Collateral;
(b) require the GuarantorObligor, by notice in writing, to disclose to the Bond Trustee Collateral Agent the location or locations of the Collateral and the Guarantor Obligor agrees to make such disclosure when so required;
(c) repair, process, modify, complete or otherwise deal with the Collateral and prepare for the disposition of the Collateral, whether on the premises of the Guarantor Obligor or otherwise;
(d) carry on all or any part of the business of the Guarantor Obligor and, to the exclusion of all others including the GuarantorObligor (excluding any tenant leases or other occupancy agreements entered into by the Obligor, to the extent permitted by the Amended and Restated Credit Agreement, in accordance with the Amended and Restated Credit Agreement), enter upon, occupy and use all or any of the premises, buildings, and other property of or used by the Guarantor Obligor for such time as the Bond Trustee Collateral Agent sees fit, free of charge, and, except as required by applicable law, the Collateral Agent and the Bond Trustee Secured Creditors shall not be liable to the Guarantor Obligor for any act, omission or negligence (other than wilful misconduct and gross negligence (as determined by a court of competent jurisdiction in a final and non-appealable decision) in so doing or for any rent, charges, depreciation or damages incurred in connection with or resulting from such action;
(e) exercise all voting rights attached to the Pledged Securities (whether or not registered in the name of the Bond Trustee or its nominee) and give or withhold all consents, waivers and ratifications in respect thereof, collect and receive dividends and other distributions relating thereto and otherwise act with respect thereto as though it were the absolute owner thereof;
(f) deal with any security entitlements, securities accounts and securities intermediaries holding security entitlements as if it were the entitlement holder thereof including making such entitlement orders as it deems appropriate and instructing any such securities intermediary to transfer the securities accounts held in any Controlled Securities Accounts into an account in the name of the Bond Trustee or as it may direct;
(g) exercise any and all rights of redemption, conversion, exchange, sale, 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 thereof, or upon the exercise by any issuer of any right, privilege or option pertaining to any of the Pledged Securities, and in connection therewith, to deposit and deliver or direct the sale or other disposition of any of the Pledged Securities with any committee, depositary, Securities Intermediary, clearing house, 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;
(h) borrow for the purpose of carrying on the business of the Guarantor Obligor or for the maintenance, preservation or protection of the Collateral and mortgage, grant or charge a security interest in the Collateral, whether or not in priority to the SecuritySecurity Interest, to secure repayment; and
(if) commence, continue or defend any judicial or administrative proceedings for the purpose of protecting, seizing, collecting, realizing or obtaining possession or payment of the Collateral, and give good and valid receipts and discharges in respect of the Collateral and compromise or give time for the payment or performance of all or any part of the accounts or any other obligation of any third party to the GuarantorObligor.
(2) The Bond Trustee shall have the power to insure against any liabilities or obligations arising:
(a) as a result of the Bond Trustee acting or failing to act in a certain way (other than which may arise from its negligence or wilful default or that of its officers or employees);
(b) as a result of any act or failure to act by any person or persons to whom the Bond Trustee has delegated any of its trusts, rights, powers, duties, authorities or discretions, or appointed as its agent (other than which may arise from such person’s negligence, fraud and/or wilful default);
(c) in connection with the Collateral; or
(d) in connection with or arising from the enforcement of the Security created by or pursuant to this Agreement. The Bond Trustee shall not be under any obligation to insure in respect of such liabilities and/or obligations or to require any other person to maintain insurance, but to the extent that it does so, the Guarantor shall quarterly and on written request pay all insurance premiums and expenses which the Bond Trustee may properly incur in relation to such insurance. If the Guarantor fails to pay such premiums or expenses or to reimburse the Bond Trustee therefor, the Bond Trustee shall be entitled to be indemnified out of the Collateral in respect thereof and, where a Guarantor Acceleration Notice has been served, the indemnification of the Bond Trustee in respect of all such insurance premiums and expenses shall be payable in priority to payments to the Holders of the Covered Bonds and all other Secured Creditors and otherwise in accordance with this Agreement.
Appears in 2 contracts
Samples: Canadian Security Agreement (Williams Scotsman Inc), Canadian Security Agreement (Williams Scotsman International Inc)
Additional Rights. (1) In addition to the remedies set forth in Section 4.08, the Bond Trustee may3.2 and elsewhere in this Agreement, whenever the Security has become Interest is enforceable, the Collateral Agent may:
(a) require the Guarantorany Obligor, at the Guarantorsuch Obligor’s expense, to assemble the Collateral at a place or places designated by notice in writing and the Guarantor such Obligor agrees to so assemble the CollateralCollateral immediately upon receipt of such notice;
(b) require the Guarantorany Obligor, by notice in writing, to disclose to the Bond Trustee Collateral Agent the location or locations of the Collateral and the Guarantor such Obligor agrees to promptly make such disclosure when so required;
(c) repair, process, modify, complete or otherwise deal with the Collateral and prepare for the disposition of the Collateral, whether on the premises of the Guarantor any Obligor or otherwise;
(d) redeem any prior security interest against any Collateral, procure the transfer of such security interest to itself, or settle and pass the accounts of the prior mortgagee, chargee or encumbrancer (any accounts to be conclusive and binding on each Obligor);
(e) pay any liability secured by any Lien against any Collateral (the relevant Obligor will immediately on demand reimburse the Collateral Agent for all such payments);
(f) carry on all or any part of the business of the Guarantor any Obligor and, to the exclusion of all others including the Guarantorsuch Obligor, enter upon, occupy and use all or any of the premises, buildings, and other property of or used by the Guarantor such Obligor for such time as the Bond Trustee Collateral Agent sees fit, free of charge, and the Bond Trustee shall Collateral Agent and the Secured Creditors are not be liable to the Guarantor any Obligor for any act, omission or negligence in so doing or for any rent, charges, depreciation or damages incurred in connection with or resulting from such action;
(e) exercise all voting rights attached to the Pledged Securities (whether or not registered in the name of the Bond Trustee or its nominee) and give or withhold all consents, waivers and ratifications in respect thereof, collect and receive dividends and other distributions relating thereto and otherwise act with respect thereto as though it were the absolute owner thereof;
(f) deal with any security entitlements, securities accounts and securities intermediaries holding security entitlements as if it were the entitlement holder thereof including making such entitlement orders as it deems appropriate and instructing any such securities intermediary to transfer the securities accounts held in any Controlled Securities Accounts into an account in the name of the Bond Trustee or as it may direct;
(g) exercise any and all rights of redemption, conversion, exchange, sale, 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 thereof, or upon the exercise by any issuer of any right, privilege or option pertaining to any of the Pledged Securities, and in connection therewith, to deposit and deliver or direct the sale or other disposition of any of the Pledged Securities with any committee, depositary, Securities Intermediary, clearing house, 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;
(h) borrow for the purpose of carrying on the business of the Guarantor any Obligor or for the maintenance, preservation or protection of the Collateral and mortgage, grant or charge a security interest in the Collateral, whether or not in priority to the SecuritySecurity Interest, to secure repayment; and;
(ih) commence, continue or defend any judicial or administrative proceedings for the purpose of protecting, seizing, collecting, realizing or obtaining possession or payment of the Collateral, and give good and valid receipts and discharges in respect of the Collateral and compromise or give time for the payment or performance of all or any part of the accounts or any other obligation of any third party to the Guarantor.any Obligor; and
(2i) The Bond Trustee shall have the power to insure against at any liabilities or obligations arising:
(a) as a result of the Bond Trustee acting or failing to act in a certain way (other than which may arise from its negligence or wilful default or that of its officers or employees);
(b) as a result of any act or failure to act by any person or persons to whom the Bond Trustee has delegated any of its trustspublic sale, rights, powers, duties, authorities or discretions, or appointed as its agent (other than which may arise from such person’s negligence, fraud and/or wilful default);
(c) in connection with the Collateral; or
(d) in connection with or arising from the enforcement of the Security created by or pursuant to this Agreement. The Bond Trustee shall not be under any obligation to insure in respect of such liabilities and/or obligations or to require any other person to maintain insurance, but and to the extent that it does sopermitted by law on any private sale, the Guarantor shall quarterly bid for and on written request pay purchase any or all insurance premiums and expenses which the Bond Trustee may properly incur in relation to such insurance. If the Guarantor fails to pay such premiums or expenses or to reimburse the Bond Trustee therefor, the Bond Trustee shall be entitled to be indemnified out of the Collateral in offered for sale and upon compliance with the terms of such sale, hold, retain and dispose of such Collateral without any further accountability to any Obligor or any other Person with respect thereof andto such holding, where a Guarantor Acceleration Notice has been servedretention or disposition, except as required by law. In any such sale to the Collateral Agent, the indemnification Collateral Agent may, for the purpose of making payment for all or any part of the Bond Trustee in respect of all such insurance premiums Collateral so purchased, use any claim for Secured Obligations then due and expenses shall be payable in priority to payments to it as a credit against the Holders of the Covered Bonds and all other Secured Creditors and otherwise in accordance with this Agreementpurchase price.
Appears in 2 contracts
Samples: Credit Agreement (Silgan Holdings Inc), Credit Agreement (Silgan Holdings Inc)
Additional Rights. (1) In addition to the remedies set forth in Section 4.083.2, the Bond Trustee Collateral Agent may, whenever the Security Interest has become enforceable:
(a) require the GuarantorObligor, at the Guarantor’s Obligor's expense, to assemble the Collateral at a place or places designated by notice in writing and the Guarantor Obligor agrees to so assemble the Collateral;
(b) require the GuarantorObligor, by notice in writing, to disclose to the Bond Trustee Collateral Agent the location or locations of the Collateral and the Guarantor Obligor agrees to make such disclosure when so required;
(c) repair, process, modify, complete or otherwise deal with the Collateral and prepare for the disposition of the Collateral, whether on the premises of the Guarantor Obligor or otherwise;
(d) carry on all or any part of the business of the Guarantor Obligor and, to the exclusion of all others including the GuarantorObligor, enter upon, occupy and use all or any of the premises, buildings, and other property of or used by the Guarantor Obligor for such time as the Bond Trustee Collateral Agent sees fit, free of charge, and the Bond Trustee Collateral Agent and the Secured Creditors shall not be liable to the Guarantor Obligor for any act, omission or negligence in so doing or for any rent, charges, depreciation or damages incurred in connection with or resulting from such action;
(e) exercise all voting rights attached to the Pledged Securities (whether or not registered in the name of the Bond Trustee or its nominee) and give or withhold all consents, waivers and ratifications in respect thereof, collect and receive dividends and other distributions relating thereto and otherwise act with respect thereto as though it were the absolute owner thereof;
(f) deal with any security entitlements, securities accounts and securities intermediaries holding security entitlements as if it were the entitlement holder thereof including making such entitlement orders as it deems appropriate and instructing any such securities intermediary to transfer the securities accounts held in any Controlled Securities Accounts into an account in the name of the Bond Trustee or as it may direct;
(g) exercise any and all rights of redemption, conversion, exchange, sale, 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 thereof, or upon the exercise by any issuer of any right, privilege or option pertaining to any of the Pledged Securities, and in connection therewith, to deposit and deliver or direct the sale or other disposition of any of the Pledged Securities with any committee, depositary, Securities Intermediary, clearing house, 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;
(h) borrow for the purpose of carrying on the business of the Guarantor Obligor or for the maintenance, preservation or protection of the Collateral and mortgage, grant or charge a security interest in the Collateral, whether or not in priority to the SecuritySecurity Interest, to secure repayment; and
(if) commence, continue or defend any judicial or administrative proceedings for the purpose of protecting, seizing, collecting, realizing or obtaining possession or payment of the Collateral, and give good and valid receipts and discharges in respect of the Collateral and compromise or give time for the payment or performance of all or any part of the accounts or any other obligation of any third party to the GuarantorObligor.
(2) The Bond Trustee shall have the power to insure against any liabilities or obligations arising:
(a) as a result of the Bond Trustee acting or failing to act in a certain way (other than which may arise from its negligence or wilful default or that of its officers or employees);
(b) as a result of any act or failure to act by any person or persons to whom the Bond Trustee has delegated any of its trusts, rights, powers, duties, authorities or discretions, or appointed as its agent (other than which may arise from such person’s negligence, fraud and/or wilful default);
(c) in connection with the Collateral; or
(d) in connection with or arising from the enforcement of the Security created by or pursuant to this Agreement. The Bond Trustee shall not be under any obligation to insure in respect of such liabilities and/or obligations or to require any other person to maintain insurance, but to the extent that it does so, the Guarantor shall quarterly and on written request pay all insurance premiums and expenses which the Bond Trustee may properly incur in relation to such insurance. If the Guarantor fails to pay such premiums or expenses or to reimburse the Bond Trustee therefor, the Bond Trustee shall be entitled to be indemnified out of the Collateral in respect thereof and, where a Guarantor Acceleration Notice has been served, the indemnification of the Bond Trustee in respect of all such insurance premiums and expenses shall be payable in priority to payments to the Holders of the Covered Bonds and all other Secured Creditors and otherwise in accordance with this Agreement.
Appears in 2 contracts
Samples: Security Agreement (Avery Berkel Holdings LTD), Security Agreement (Avery Berkel Holdings LTD)
Additional Rights. (1) In addition to the remedies set forth in Section 4.08, the Bond Trustee may3.2 and elsewhere in this Agreement, whenever the Security has become Interest is enforceable, the Collateral Agent may:
(a) require each of the GuarantorObligors, at the Guarantorapplicable Obligor’s expense, to assemble the Collateral at a place or places designated by notice in writing and the Guarantor such Obligor agrees to so assemble the CollateralCollateral promptly upon receipt of such notice;
(b) require each of the GuarantorObligors, by notice in writing, to disclose to the Bond Trustee Collateral Agent the location or locations of the Collateral and each of the Guarantor Obligors agrees to promptly make such disclosure when so required;
(c) repair, process, modify, complete or otherwise deal with the Collateral and prepare for the disposition of the Collateral, whether on the premises of any of the Guarantor Obligors or otherwise;
(d) redeem any prior security interest against any Collateral, procure the transfer of such security interest to itself, or settle and pass the accounts of the prior mortgagee, chargee or encumbrancer (any accounts to be conclusive and binding on the Obligors);
(e) pay any liability secured by any Lien against any Collateral (each of the Obligors, as applicable, will promptly upon receipt of written notice reimburse the Collateral Agent for all such payments);
(f) carry on all or any part of the business of any of the Guarantor Obligors and, to the exclusion of all others including the Guarantorapplicable Obligor, enter upon, occupy and use all or any of the premises, buildings, and other property of or used by the Guarantor such Obligor for such time as the Bond Trustee Collateral Agent sees fit, free of charge, and the Bond Trustee shall Collateral Agent and the Secured Creditors are not be liable to the Guarantor such Obligor for any act, omission or negligence in so doing or for any rent, charges, depreciation or damages incurred in connection with or resulting from such action;
(e) exercise all voting rights attached to the Pledged Securities (whether or not registered in the name of the Bond Trustee or its nominee) and give or withhold all consents, waivers and ratifications in respect thereof, collect and receive dividends and other distributions relating thereto and otherwise act with respect thereto as though it were the absolute owner thereof;
(f) deal with any security entitlements, securities accounts and securities intermediaries holding security entitlements as if it were the entitlement holder thereof including making such entitlement orders as it deems appropriate and instructing any such securities intermediary to transfer the securities accounts held in any Controlled Securities Accounts into an account in the name of the Bond Trustee or as it may direct;
(g) exercise any and all rights of redemption, conversion, exchange, sale, 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 thereof, or upon the exercise by any issuer of any right, privilege or option pertaining to any of the Pledged Securities, and in connection therewith, to deposit and deliver or direct the sale or other disposition of any of the Pledged Securities with any committee, depositary, Securities Intermediary, clearing house, 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;
(h) borrow for the purpose of carrying on the business of any of the Guarantor Obligors or for the maintenance, preservation or protection of the Collateral and mortgage, grant or charge a security interest in the Collateral, whether or not in priority to the SecuritySecurity Interest, to secure repayment; and;
(ih) commence, continue or defend any judicial or administrative proceedings for the purpose of protecting, seizing, collecting, realizing or obtaining possession or payment of the Collateral, and give good and valid receipts and discharges in respect of the Collateral and compromise or give time for the payment or performance of all or any part of the accounts or any other obligation of any third party to any of the Guarantor.Obligors; and
(2i) The Bond Trustee shall have the power to insure against at any liabilities or obligations arising:
(a) as a result of the Bond Trustee acting or failing to act in a certain way (other than which may arise from its negligence or wilful default or that of its officers or employees);
(b) as a result of any act or failure to act by any person or persons to whom the Bond Trustee has delegated any of its trustspublic sale, rights, powers, duties, authorities or discretions, or appointed as its agent (other than which may arise from such person’s negligence, fraud and/or wilful default);
(c) in connection with the Collateral; or
(d) in connection with or arising from the enforcement of the Security created by or pursuant to this Agreement. The Bond Trustee shall not be under any obligation to insure in respect of such liabilities and/or obligations or to require any other person to maintain insurance, but and to the extent that it does sopermitted by law on any private sale, the Guarantor shall quarterly bid for and on written request pay purchase any or all insurance premiums and expenses which the Bond Trustee may properly incur in relation to such insurance. If the Guarantor fails to pay such premiums or expenses or to reimburse the Bond Trustee therefor, the Bond Trustee shall be entitled to be indemnified out of the Collateral in offered for sale and upon compliance with the terms of such sale, hold, retain and dispose of such Collateral without any further accountability to any of the Obligors or any other Person with respect thereof andto such holding, where a Guarantor Acceleration Notice has been servedretention or disposition, except as required by law. In any such sale to the Collateral Agent, the indemnification Collateral Agent may, for the purpose of making payment for all or any part of the Bond Trustee in respect of all such insurance premiums Collateral so purchased, use any claim for Secured Obligations then due and expenses shall be payable in priority to payments to it as a credit against the Holders of the Covered Bonds and all other Secured Creditors and otherwise in accordance with this Agreementpurchase price.
Appears in 2 contracts
Samples: Security Agreement (Johnstone Tank Trucking Ltd.), Security Agreement (Johnstone Tank Trucking Ltd.)
Additional Rights. (1) In addition the event that Landlord shall have taken possession of the Premises pursuant to the remedies set forth authority herein granted and in Section 4.08accordance with applicable law, and should litigation occur between Landlord and Tenant, and a court of competent jurisdiction authorizes Landlord, then Landlord shall have the Bond Trustee may, whenever the Security has become enforceable:
(a) require the Guarantor, at the Guarantor’s expense, right to assemble the Collateral at a keep in place or places designated by notice in writing and the Guarantor agrees to so assemble the Collateral;
(b) require the Guarantor, by notice in writing, to disclose to the Bond Trustee the location or locations use all of the Collateral furniture, fixtures and the Guarantor agrees to make such disclosure when so required;
(c) repair, process, modify, complete or otherwise deal with the Collateral and prepare for the disposition equipment of the CollateralPremises, whether on including that which is owned by or leased to Tenant at all times prior to any foreclosure thereon by Landlord or repossession thereof by any lessor thereof or third party having a lien thereon. Landlord shall also have the right to remove from the Premises, provided a c9urt of competent jurisdiction has authorized such removal, ail or any portion of such furniture, fixtures, equipment and other property located thereon and place same in storage at any premises within the County in which the Premises are located; and in such event, Tenant shall be liable to Landlord for costs incurred by Landlord in connection with such removal and storage. Landlord shall also have the right to relinquish possession of the Guarantor or otherwise;
(d) carry on all or any portion of such furniture, fixtures, equipment and other property to any person ("Claimant") claiming to be entitled to possession thereof and who presents a court order to Landlord granting Claimant the right under various circumstances to take possession of such furniture, fixtures, equipment or other property, without the necessity on the part of Landlord to inquire into the business authenticity of said instrument's copy of Tenant's or Tenant's predecessor's signature thereon and without the necessity of Landlord's making any nature of investigation or inquiry as to the validity of the Guarantor factual or legal basis upon which Claimant purports to act; and Tenant agrees to indemnify and hold Landlord harmless from all cost, expense, loss, damage and liability incident to Landlord's relinquishment of possession of all or any portion of such furniture, fixtures, equipment or other property to Claimant. The rights of Landlord herein stated shall be in addition to any and ail other rights herein granted Landlord and, to the exclusion of all others including the Guarantor, enter upon, occupy and use all or any of the premises, buildings, and other property of or used by the Guarantor for such time as the Bond Trustee sees fit, free of charge, and the Bond Trustee shall not be liable to the Guarantor for any act, omission or negligence in so doing or for any rent, charges, depreciation or damages incurred in connection with or resulting from such action;
(e) exercise all voting rights attached to the Pledged Securities (whether or not registered in the name of the Bond Trustee or its nominee) and give or withhold all consents, waivers and ratifications in respect thereof, collect and receive dividends and other distributions relating thereto and otherwise act with respect thereto as though it were the absolute owner thereof;
(f) deal with any security entitlements, securities accounts and securities intermediaries holding security entitlements as if it were the entitlement holder thereof including making such entitlement orders as it deems appropriate and instructing any such securities intermediary to transfer the securities accounts held in any Controlled Securities Accounts into an account in the name of the Bond Trustee or as it may direct;
(g) exercise any and all rights of redemption, conversion, exchange, sale, 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 thereof, or upon the exercise by any issuer of any right, privilege or option pertaining to any of the Pledged Securities, and in connection therewith, to deposit and deliver or direct the sale or other disposition of any of the Pledged Securities with any committee, depositary, Securities Intermediary, clearing house, 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;
(h) borrow for the purpose of carrying on the business of the Guarantor or for the maintenance, preservation or protection of the Collateral and mortgage, grant or charge a security interest in the Collateral, whether or not in priority to the Security, to secure repayment; and
(i) commence, continue or defend any judicial or administrative proceedings for the purpose of protecting, seizing, collecting, realizing or obtaining possession or payment of the Collateral, and give good and valid receipts and discharges in respect of the Collateral and compromise or give time for the payment or performance of all or any part of the accounts or any other obligation of any third party to the Guarantor.
(2) The Bond Trustee shall have the power to insure against any liabilities or obligations arising:
(a) as a result of the Bond Trustee acting or failing to act in a certain way (other than which may arise from its negligence or wilful default or that of its officers or employees);
(b) as a result of any act or failure to act by any person or persons to whom the Bond Trustee has delegated any of its trusts, rights, powers, duties, authorities or discretions, or appointed as its agent (other than which may arise from such person’s negligence, fraud and/or wilful default);
(c) in connection with the Collateral; or
(d) in connection with or arising from the enforcement of the Security created by or pursuant to this Agreement. The Bond Trustee shall not be under any obligation to insure in respect of such liabilities and/or obligations or to require any other person to maintain insurance, but to the extent that it does so, the Guarantor shall quarterly and on written request pay all insurance premiums and expenses which the Bond Trustee may properly incur in relation to such insurance. If the Guarantor fails to pay such premiums or expenses or to reimburse the Bond Trustee therefor, the Bond Trustee shall be entitled to be indemnified out of the Collateral in respect thereof and, where a Guarantor Acceleration Notice has been served, the indemnification of the Bond Trustee in respect of all such insurance premiums and expenses shall be payable in priority to payments to the Holders of the Covered Bonds and all other Secured Creditors and otherwise they are in accordance with this Agreementapplicable law, are commercially reasonable.
Appears in 1 contract
Samples: Shopping Center Lease (Southern Concepts Restaurant Group, Inc.)
Additional Rights. (1) In addition to the remedies set forth in Section 4.083.08, the Bond Trustee may, whenever the Security has become enforceable:
(a) require the Guarantor, at the Guarantor’s expense, to assemble the Collateral at a place or places designated by notice in writing and the Guarantor agrees to so assemble the Collateral;
(b) require the Guarantor, by notice in writing, to disclose to the Bond Trustee the location or locations of the Collateral and the Guarantor agrees to make such disclosure when so required;
(c) repair, process, modify, complete or otherwise deal with the Collateral and prepare for the disposition of the Collateral, whether on the premises of the Guarantor or otherwise;
(d) carry on all or any part of the business of the Guarantor and, to the exclusion of all others including the Guarantor, enter upon, occupy and use all or any of the premises, buildings, and other property of or used by the Guarantor for such time as the Bond Trustee sees fit, free of charge, and the Bond Trustee shall not be liable to the Guarantor for any act, omission or negligence in so doing or for any rent, charges, depreciation or damages incurred in connection with or resulting from such action;
(e) exercise all voting rights attached to the Pledged Securities (whether or not registered in the name of the Bond Trustee or its nominee) and give or withhold all consents, waivers and ratifications in respect thereof, collect and receive dividends and other distributions relating thereto and otherwise act with respect thereto as though it were the absolute owner thereof;
(f) deal with any security entitlements, securities accounts and securities intermediaries holding security entitlements as if it were the entitlement holder thereof including making such entitlement orders as it deems appropriate and instructing any such securities intermediary to transfer the securities accounts held in any Controlled Securities Accounts into an account in the name of the Bond Trustee or as it may direct;
(g) exercise any and all rights of redemption, conversion, exchange, sale, 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 thereof, or upon the exercise by any issuer of any right, privilege or option pertaining to any of the Pledged Securities, and in connection therewith, to deposit and deliver or direct the sale or other disposition of any of the Pledged Securities with any committee, depositary, Securities Intermediary, clearing house, 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;
(h) borrow for the purpose of carrying on the business of the Guarantor or for the maintenance, preservation or protection of the Collateral and mortgage, grant or charge a security interest in the Collateral, whether or not in priority to the Security, to secure repayment; and
(i) commence, continue or defend any judicial or administrative proceedings for the purpose of protecting, seizing, collecting, realizing or obtaining possession or payment of the Collateral, and give good and valid receipts and discharges in respect of the Collateral and compromise or give time for the payment or performance of all or any part of the accounts or any other obligation of any third party to the Guarantor.
(2) The Bond Trustee shall have the power to insure against any liabilities or obligations arising:
(a) as a result of the Bond Trustee acting or failing to act in a certain way (other than which may arise from its negligence or wilful default or that of its officers or employees);
(b) as a result of any act or failure to act by any person or persons to whom the Bond Trustee has delegated any of its trusts, rights, powers, duties, authorities or discretions, or appointed as its agent (other than which may arise from such person’s negligence, fraud and/or wilful default);
(c) in connection with the Collateral; or
(d) in connection with or arising from the enforcement of the Security created by or pursuant to this Agreement. The Bond Trustee shall not be under any obligation to insure in respect of such liabilities and/or obligations or to require any other person to maintain insurance, but to the extent that it does so, the Guarantor shall quarterly and on written request pay all insurance premiums and expenses which the Bond Trustee may properly incur in relation to such insurance. If the Guarantor fails to pay such premiums or expenses or to reimburse the Bond Trustee therefor, the Bond Trustee shall be entitled to be indemnified out of the Collateral in respect thereof and, where a Guarantor Acceleration Notice has been served, the indemnification of the Bond Trustee in respect of all such insurance premiums and expenses shall be payable in priority to payments to the Holders of the Covered Bonds and all other Secured Creditors and otherwise in accordance with this Agreement.
Appears in 1 contract
Samples: General Security Agreement
Additional Rights. (1) [In addition consideration of the sum of £[AMOUNT], together with Value Added Tax of [AMOUNT], which the Tenant has received, and] OR [In consideration of the Licence Fee and] OR [In consideration of] the Undertenant’s obligations in this Licence and subject to the remedies set forth in Section 4.08provisions of this clause 4, the Bond Trustee mayTenant, whenever with the Security has become enforceable:
(a) require consent of the GuarantorLandlord, grants the Additional Rights to the Undertenant for the benefit of the Underlet Premises.8 The Additional Rights are: the right to install the Equipment on the Equipment Area; the right to install [pipes, cables and other conduits]9 linking the Equipment to the Underlet Premises along the route shown coloured [COLOUR] on Plan [NUMBER]; the right of access on foot only between the Underlet Premises and the Equipment Area over those parts of the Premises that the Tenant from time to time designates; and the right to enter and remain on the Equipment Area to carry out the Works [to the extent that they are outside the Underlet Premises] and to repair, maintain, renew and reinstate the Equipment. The rights in clause 4.2.3 are granted in common with the Landlord, the Tenant and the other tenants and occupiers of the Landlord’s Premises. The Undertenant must keep the Equipment properly maintained and in good working order in accordance with good industry practice and any requirements of the Landlord’s insurers and, where beyond economic repair, replace it with items of equivalent or better quality. The Undertenant must relocate any Equipment when requested to do so on not less than one month's notice by the Tenant and: if permanent relocation of the Equipment is required by the Tenant, the Tenant may serve notice under this clause 4.5 only if the relocation of the Equipment will not have a material adverse impact on the Undertenant’s business at the Guarantor’s expenseUnderlet Premises; if the Tenant requires temporary relocation of the Equipment, to assemble the Collateral at a place or places designated by notice Tenant must keep the period of relocation as short as reasonably practicable in writing the circumstances; and the Guarantor agrees to so assemble Tenant will be responsible for the Collateral;
(b) require the Guarantor, by notice Undertenant’s costs and expenses in writing, to disclose to the Bond Trustee the location or locations of the Collateral and the Guarantor agrees to make such disclosure when so required;
(c) repair, process, modify, complete or otherwise deal complying with the Collateral and prepare for Tenant’s request to relocate the disposition of Equipment unless its relocation is required only temporarily to enable the Collateral, whether on the premises of the Guarantor or otherwise;
(d) Tenant to carry on all or any part of the business of the Guarantor and, to the exclusion of all others including the Guarantor, enter upon, occupy and use all or out any of the premisesservices to be provided under the Underlease, buildings, in which case the costs will be included in the service charge payable under the Underlease. The Undertenant must ensure that the presence and other property operation of or used the Equipment and the exercise of the Additional Rights do not: breach the covenant for quiet enjoyment given by the Guarantor for such time as the Bond Trustee sees fit, free of charge, and the Bond Trustee shall not be liable Landlord to the Guarantor other tenants or occupiers of the Landlord’s Premises; breach the covenant for any act, omission or negligence in so doing or for any rent, charges, depreciation or damages incurred in connection with or resulting from such action;
(e) exercise all voting rights attached quiet enjoyment given by the Tenant to the Pledged Securities (whether other tenants or not registered in the name occupiers of the Bond Trustee or its nominee) and give or withhold all consents, waivers and ratifications in respect thereof, collect and receive dividends and other distributions relating thereto and otherwise act with respect thereto as though it were the absolute owner thereof;
(f) deal Premises; create undue noise levels; interfere with any security entitlementsplant, securities accounts and securities intermediaries holding security entitlements as if it were the entitlement holder thereof including making such entitlement orders as it deems appropriate and instructing any such securities intermediary to transfer the securities accounts held in any Controlled Securities Accounts into an account in the name equipment, machinery or fixtures of the Bond Trustee or as it may direct;
(g) exercise any and all rights of redemptionLandlord, conversion, exchange, sale, subscription the Tenant or any other rights, privileges tenants or options pertaining to any occupiers of the Pledged Securities as if it were Landlord’s Premises or the absolute owner thereof includingPremises; create a legal nuisance; or breach any health and safety legislation. [The Additional Rights granted by clause 4.1 are granted to the Undertenant and the Undertenant’s successors in title to the Underlease.] OR [The Additional Rights granted by clause 4.1 are personal to the Undertenant and may not be assigned, without limitationunderlet or held on trust for any other persons.] [The Additional Rights will end on the earliest of: the end of the Term of the Lease; the end of the Term of the Underlease; the date of any deed of assignment or transfer of the Underlease; [the date the Tenant serves notice under clause 4.9;] the date of any underletting of the whole or substantially the whole of the Underlet Premises; and the date on which the Undertenant no longer occupies the Underlet Premises for its own use.] [If there is a material breach of this clause 4, the right Tenant may end the Additional Rights immediately by serving notice on the Undertenant. If the Tenant does so, the Undertenant must remove the Equipment and reinstate the Works [to exchange the extent that they are outside the Underlet Premises] at its discretion any own cost. If the Undertenant does not do so, the Undertenant may carry out those works itself and all the costs incurred by the Tenant will be a debt due from the Undertenant to be paid to the Tenant on demand.] [From the date of this Licence, the Pledged Securities upon Undertenant must pay the merger, consolidation, reorganization, recapitalization or other readjustment of any issuer thereof, or upon the exercise by any issuer of any right, privilege or option pertaining to any of the Pledged Securities, and in connection therewith, to deposit and deliver or direct the sale or other disposition of any of the Pledged Securities Licence Fee together with any committee, depositary, Securities Intermediary, clearing house, transfer agent, registrar or other designated agency upon such terms and conditions VAT payable on it to the Tenant by equal [month][quarterly] payments in advance on the same dates as it may determine, all without liability except to account for property actually received by it;
(h) borrow the yearly rent is paid under the Underlease. The first payment for the purpose of carrying period starting on the business date of this Licence to but excluding the Guarantor or next date for the maintenance, preservation or protection of the Collateral and mortgage, grant or charge a security interest in the Collateral, whether or not in priority to the Security, to secure repayment; and
(i) commence, continue or defend any judicial or administrative proceedings for the purpose of protecting, seizing, collecting, realizing or obtaining possession or payment of the Collateralyearly rent under the Underlease must be paid on the date of this Licence.] [On the date of this Licence, the yearly rent reserved by Underlease will be increased to £[AMOUNT IN FIGURES] per annum [subject to review in accordance with the Underlease]. A due proportion of the increased yearly rent for the period starting on the date of this Licence to but excluding the next date for payment of the yearly rent under the Underlease must be paid on the date of this Licence.] [On any rent review due under the Underlease the benefit of the Additional Rights will be taken into account when calculating the revised yearly rent payable under the Underlease]10 OR [On any rent review date under the Lease: the Licence Fee and give good the benefit of the Additional Rights will be disregarded when calculating the revised yearly rent payable under the Underlease; the Licence Fee will be increased by the same percentage as the percentage increase in the yearly rent payable under the Underlease on that rent review date; and valid receipts any increase in the Licence Fee must be paid at the same time and discharges in the same manner as any increase in the yearly rent under the Underlease.]11 Before starting the Works the Undertenant must: obtain and provide the Landlord and the Tenant with copies of any Consents that are required before they are begun and, where required by the terms of the Underlease, obtain their approval to them; fulfil any conditions in the Consents required to be fulfilled before they are begun; assume liability for and pay any community infrastructure levy payable in respect of the Collateral Works pursuant to section 206 Planning Act 2008; notify the Landlord and compromise or give time for the payment or performance of all or any part Tenant of the accounts date on which the Undertenant intends to start the Works; and provide the Landlord with any information relating to the Works as may be required by its insurers and pay any additional insurance premium payable due to the carrying out of the Works. If any variations to the Plans are required in order to obtain any of the Consents, the Undertenant must obtain the approval of the Landlord and the Tenant to those variations. The Undertenant must ensure that it or its building contractor has put in place public liability and employer’s liability insurance of at least £[5] million in respect of each claim and provide the Landlord and the Tenant with a summary of the main terms of the insurance policies and evidence that the premiums have been paid before starting the Works. If it starts the Works, the Undertenant must carry out and complete them: diligently and without interruption, and in any other obligation event within [six] months after the date of this Licence; in accordance with the Plans; in a good and workmanlike manner and with good quality materials; [in accordance with the reasonable principles, standards and guidelines set out in any relevant guide or handbook published by the Landlord at the date of this Licence for tenant’s works carried out at the Landlord’s Premises;] [in accordance with the reasonable principles, standards and guidelines set out in any relevant guide or handbook published by the Tenant at the date of this Licence for tenant’s works carried out at the Premises;] without using Prohibited Materials; [[during][outside] the hours of [TIME] to [TIME];12] in compliance with the Consents and all Acts of Parliament (and any delegated legislation made under them) and with the requirements of the insurers of the [Landlord’s] Premises and (where applicable) of any third party competent authority or utility provider; without affecting the structural integrity of the Underlet Premises, the Premises or the Landlord’s Premises; with as little interference as reasonably practicable to the Guarantor.
(2) owners, tenants or occupiers of any adjoining or neighbouring property; and in compliance, to the extent applicable, with the CDM Regulations. The Bond Trustee shall have Undertenant must make good immediately any physical damage caused by the power to insure against any liabilities or obligations arising:
(a) as a result carrying out of the Bond Trustee acting Works or failing the exercise of the Additional Rights. The Undertenant must permit the Landlord and the Tenant to act inspect the progress of the Works at all reasonable times subject, where applicable, to them complying with any conditions relating to entry onto the Underlet Premises contained in a certain way (other than which may arise from its negligence or wilful default or that of its officers or employees);
(b) as a result of any act or failure to act by any person or persons to whom the Bond Trustee has delegated any of its trustsUnderlease. All plant, rights, powers, duties, authorities or discretions, or appointed as its agent (other than which may arise from such person’s negligence, fraud and/or wilful default);
(c) equipment and materials used in connection with the CollateralWorks must be stored securely. Until practical completion of the Works, the Undertenant must: insure the Works and any plant, equipment and loose materials for their full reinstatement cost (including professional fees) against loss or damage by the Insured Risks with reputable insurers and provide the Landlord and the Tenant with a summary of the main terms of the insurance policy and evidence that the premium has been paid; or
(d) and reinstate any of the Works that are damaged or destroyed before their completion. On completion of the Works the Undertenant must: notify the Landlord and the Tenant of their completion; obtain any Consents that are required on their completion; remove all debris and equipment used in connection carrying out the Works; notify the Landlord of the cost of the Works; permit the Landlord and the Tenant to inspect the completed Works at a reasonable time subject, where applicable, to them complying with or arising any conditions relating to entry onto the Underlet Premises contained in the Underlease; [provide to the Landlord and the Tenant executed deeds of warranty from [any person involved in the design and construction of the Works] in the form of the attached deeds of warranty;13] supply the Landlord and the Tenant with two complete sets of as-built Plans showing the Works; and ensure that the Landlord is able to use and reproduce the Plans for any lawful purpose in relation to the Landlord’s Premises; and ensure that the Tenant is able to use and reproduce the Plans for any lawful purpose in relation to the Premises. The Undertenant must pay to the Tenant as rent under the Underlease any increased insurance premium payable resulting from the enforcement carrying out and retention of the Security created by or pursuant to this AgreementWorks on the Landlord’s Premises. The Bond Trustee shall Undertenant must label all Equipment installed outside the Underlet Premises as part of the Works in the manner requested by the Landlord or the Tenant and must not place any other signs or advertisements on the Equipment other than signs that are legally required to be displayed on the Equipment. If the CDM Regulations apply to the Works, the Undertenant must: comply with them and ensure that any person involved in the management, design and construction of the Works complies with their respective obligations under any obligation the CDM Regulations; if the Landlord or the Tenant would be treated as a client for the purposes of the CDM Regulations, agree to insure be treated as the only client in respect of such liabilities and/or obligations or to require the Works; and on completion of the Works provide the Landlord and the Tenant with a copy of any other person to maintain insurance, but health and safety file relating to the extent that it does so, Works and deliver the Guarantor shall quarterly and on written request pay all insurance premiums and expenses which original file to the Bond Trustee may properly incur in relation to such insurance. If Tenant at the Guarantor fails to pay such premiums or expenses or to reimburse the Bond Trustee therefor, the Bond Trustee shall be entitled to be indemnified out end of the Collateral in respect thereof and, where a Guarantor Acceleration Notice has been served, the indemnification term of the Bond Trustee in respect of all such insurance premiums and expenses shall be payable in priority to payments to the Holders of the Covered Bonds and all other Secured Creditors and otherwise in accordance with this AgreementUnderlease.
Appears in 1 contract
Samples: Licence for External Alterations
Additional Rights. (1) [In addition consideration of the sum of £[AMOUNT], together with Value Added Tax of [AMOUNT], which the Tenant has received, and] OR [In consideration of the Licence Fee and] OR [In consideration of] the Undertenant’s obligations in this Licence and subject to the remedies set forth in Section 4.08provisions of this clause 4, the Bond Trustee mayTenant, whenever with the Security has become enforceable:
(a) require consent of the GuarantorLandlord, grants the Additional Rights to the Undertenant for the benefit of the Underlet Premises.9 The Additional Rights are: the right to install the Equipment on the Equipment Area; the right to install [pipes, cables and other conduits]10 linking the Equipment to the Underlet Premises along the route shown coloured [COLOUR] on Plan [NUMBER]; the right of access on foot only between the Underlet Premises and the Equipment Area over those parts of the Premises that the Tenant from time to time designates; and the right to enter and remain on the Equipment Area to carry out the Works [to the extent that they are outside the Underlet Premises] and to repair, maintain, renew and reinstate the Equipment. The rights in clause 4.2.3 are granted in common with the Landlord, the Tenant and the other tenants and occupiers of the Landlord’s Premises. The Undertenant must keep the Equipment properly maintained and in good working order in accordance with good industry practice and any requirements of the Landlord’s insurers and, where beyond economic repair, replace it with items of equivalent or better quality. The Undertenant must relocate any Equipment when requested to do so on not less than one month’s notice by the Tenant and: if permanent relocation of the Equipment is required by the Tenant, the Tenant may serve notice under this clause 4.5 only if the relocation of the Equipment will not have a material adverse impact on the Undertenant’s business at the Guarantor’s expenseUnderlet Premises; if the Tenant requires temporary relocation of the Equipment, to assemble the Collateral at a place or places designated by notice Tenant must keep the period of relocation as short as reasonably practicable in writing the circumstances; and the Guarantor agrees to so assemble Tenant will be responsible for the Collateral;
(b) require the Guarantor, by notice Undertenant’s costs and expenses in writing, to disclose to the Bond Trustee the location or locations of the Collateral and the Guarantor agrees to make such disclosure when so required;
(c) repair, process, modify, complete or otherwise deal complying with the Collateral and prepare for Tenant’s request to relocate the disposition of Equipment unless its relocation is required only temporarily to enable the Collateral, whether on the premises of the Guarantor or otherwise;
(d) Tenant to carry on all or any part of the business of the Guarantor and, to the exclusion of all others including the Guarantor, enter upon, occupy and use all or out any of the premisesservices to be provided under the Underlease, buildings, in which case the costs will be included in the service charge payable under the Underlease. The Undertenant must ensure that the presence and other property operation of or used the Equipment and the exercise of the Additional Rights do not: breach the covenant for quiet enjoyment given by the Guarantor for such time as the Bond Trustee sees fit, free of charge, and the Bond Trustee shall not be liable Landlord to the Guarantor other tenants or occupiers of the Landlord’s Premises; breach the covenant for any act, omission or negligence in so doing or for any rent, charges, depreciation or damages incurred in connection with or resulting from such action;
(e) exercise all voting rights attached quiet enjoyment given by the Tenant to the Pledged Securities (whether other tenants or not registered in the name occupiers of the Bond Trustee or its nominee) and give or withhold all consents, waivers and ratifications in respect thereof, collect and receive dividends and other distributions relating thereto and otherwise act with respect thereto as though it were the absolute owner thereof;
(f) deal Premises; create undue noise levels; interfere with any security entitlementsplant, securities accounts and securities intermediaries holding security entitlements as if it were the entitlement holder thereof including making such entitlement orders as it deems appropriate and instructing any such securities intermediary to transfer the securities accounts held in any Controlled Securities Accounts into an account in the name equipment, machinery or fixtures of the Bond Trustee or as it may direct;
(g) exercise any and all rights of redemptionLandlord, conversion, exchange, sale, subscription the Tenant or any other rights, privileges tenants or options pertaining to any occupiers of the Pledged Securities as if it were Landlord’s Premises or the absolute owner thereof includingPremises; create a legal nuisance; or breach any health and safety legislation. [The Additional Rights granted by clause 4.1 are granted to the Undertenant and the Undertenant’s successors in title to the Underlease.] OR [The Additional Rights granted by clause 4.1 are personal to the Undertenant and may not be assigned, without limitationunderlet or held on trust for any other persons.] [The Additional Rights will end on the earliest of: the end of the Term of the Lease; the end of the Term of the Underlease; the date of any deed of assignment or transfer of the Underlease; [the date the Tenant serves notice under clause 4.9;] the date of any underletting of the whole or substantially the whole of the Underlet Premises; and the date on which the Undertenant no longer occupies the Underlet Premises for its own use.] [If there is a material breach of this clause 4, the right Tenant may end the Additional Rights immediately by serving notice on the Undertenant. If the Tenant does so, the Undertenant must remove the Equipment and reinstate the Works [to exchange the extent that they are outside the Underlet Premises] at its discretion any own cost. If the Undertenant does not do so, the Undertenant may carry out those works itself and all the costs incurred by the Tenant will be a debt due from the Undertenant to be paid to the Tenant on demand.] [From the date of this Licence, the Pledged Securities upon Undertenant must pay the merger, consolidation, reorganization, recapitalization or other readjustment of any issuer thereof, or upon the exercise by any issuer of any right, privilege or option pertaining to any of the Pledged Securities, and in connection therewith, to deposit and deliver or direct the sale or other disposition of any of the Pledged Securities Licence Fee together with any committee, depositary, Securities Intermediary, clearing house, transfer agent, registrar or other designated agency upon such terms and conditions VAT payable on it to the Tenant by equal [month][quarterly] payments in advance on the same dates as it may determine, all without liability except to account for property actually received by it;
(h) borrow the yearly rent is paid under the Underlease. The first payment for the purpose of carrying period starting on the business date of this Licence to but excluding the Guarantor or next date for the maintenance, preservation or protection of the Collateral and mortgage, grant or charge a security interest in the Collateral, whether or not in priority to the Security, to secure repayment; and
(i) commence, continue or defend any judicial or administrative proceedings for the purpose of protecting, seizing, collecting, realizing or obtaining possession or payment of the Collateralyearly rent under the Underlease must be paid on the date of this Licence.] [On the date of this Licence, the yearly rent reserved by Underlease will be increased to £[AMOUNT IN FIGURES] per annum [subject to review in accordance with the Underlease]. A due proportion of the increased yearly rent for the period starting on the date of this Licence to but excluding the next date for payment of the yearly rent under the Underlease must be paid on the date of this Licence.] [On any rent review due under the Underlease the benefit of the Additional Rights will be taken into account when calculating the revised yearly rent payable under the Underlease]11 OR [On any rent review date under the Lease: the Licence Fee and give good the benefit of the Additional Rights will be disregarded when calculating the revised yearly rent payable under the Underlease; the Licence Fee will be increased by the same percentage as the percentage increase in the yearly rent payable under the Underlease on that rent review date; and valid receipts any increase in the Licence Fee must be paid at the same time and discharges in the same manner as any increase in the yearly rent under the Underlease.]12 Before starting the Works the Undertenant must: obtain and provide the Landlord and the Tenant with copies of any Consents that are required before they are begun and, where required by the terms of the Underlease, obtain their approval to them; fulfil any conditions in the Consents required to be fulfilled before they are begun; assume liability for and pay any community infrastructure levy payable in respect of the Collateral Works pursuant to section 206 Planning Act 2008; notify the Landlord and compromise or give time for the payment or performance of all or any part Tenant of the accounts date on which the Undertenant intends to start the Works; and provide the Landlord with any information relating to the Works as may be required by its insurers and pay any additional insurance premium payable due to the carrying out of the Works. If any variations to the Plans are required in order to obtain any of the Consents, the Undertenant must obtain the approval of the Landlord and the Tenant to those variations. The Undertenant must ensure that it or its building contractor has put in place public liability and employer’s liability insurance of at least £[5] million in respect of each claim and provide the Landlord and the Tenant with a summary of the main terms of the insurance policies and evidence that the premiums have been paid before starting the Works. If it starts the Works, the Undertenant must carry out and complete them: diligently and without interruption, and in any other obligation event within [six] months after the date of this Licence; in accordance with the Plans; in a good and workmanlike manner and with good quality materials; [in accordance with the reasonable principles, standards and guidelines set out in any relevant guide or handbook published by the Landlord at the date of this Licence for tenant’s works carried out at the Landlord’s Premises;] [in accordance with the reasonable principles, standards and guidelines set out in any relevant guide or handbook published by the Tenant at the date of this Licence for tenant’s works carried out at the Premises;] without using Prohibited Materials; [[during][outside] the hours of [TIME] to [TIME];13] in compliance with the Consents and all Acts of Parliament (and any delegated legislation made under them) and with the requirements of the insurers of the [Landlord’s] Premises and (where applicable) of any third party competent authority or utility provider; without affecting the structural integrity of the Underlet Premises, the Premises or the Landlord’s Premises; and with as little interference as reasonably practicable to the Guarantor.
(2) owners, tenants or occupiers of any adjoining or neighbouring property. The Bond Trustee shall have Undertenant must make good immediately any physical damage caused by the power to insure against any liabilities or obligations arising:
(a) as a result carrying out of the Bond Trustee acting Works or failing the exercise of the Additional Rights. The Undertenant must permit the Landlord and the Tenant to act inspect the progress of the Works at all reasonable times subject, where applicable, to them complying with any conditions relating to entry onto the Underlet Premises contained in a certain way (other than which may arise from its negligence or wilful default or that of its officers or employees);
(b) as a result of any act or failure to act by any person or persons to whom the Bond Trustee has delegated any of its trustsUnderlease. All plant, rights, powers, duties, authorities or discretions, or appointed as its agent (other than which may arise from such person’s negligence, fraud and/or wilful default);
(c) equipment and materials used in connection with the CollateralWorks must be stored securely. Until practical completion of the Works, the Undertenant must: insure the Works and any plant, equipment and loose materials for their full reinstatement cost (including professional fees) against loss or damage by the Insured Risks with reputable insurers and provide the Landlord and the Tenant with a summary of the main terms of the insurance policy and evidence that the premium has been paid; or
(d) and reinstate any of the Works that are damaged or destroyed before their completion. As soon as reasonably practicable following completion of the Works the Undertenant must: notify the Landlord and the Tenant of their completion; obtain any Consents that are required on their completion; remove all debris and equipment used in connection carrying out the Works; notify the Landlord of the cost of the Works; permit the Landlord and the Tenant to inspect the completed Works at a reasonable time subject, where applicable, to them complying with or arising any conditions relating to entry onto the Underlet Premises contained in the Underlease; [provide to the Landlord and the Tenant executed deeds of warranty from [any person involved in the design and construction of the Works] in the form of the attached deeds of warranty;14] supply the Landlord and the Tenant with two complete sets of as-built Plans showing the Works; and ensure that the Landlord is able to use and reproduce the Plans for any lawful purpose in relation to the Landlord’s Premises; and ensure that the Tenant is able to use and reproduce the Plans for any lawful purpose in relation to the Premises. The Undertenant must pay to the Tenant as rent under the Underlease any increased insurance premium payable resulting from the enforcement carrying out and retention of the Security created by or pursuant to this AgreementWorks on the Landlord’s Premises. The Bond Trustee shall Undertenant must label all Equipment installed outside the Underlet Premises as part of the Works in the manner requested by the Landlord or the Tenant and must not place any other signs or advertisements on the Equipment other than signs that are legally required to be displayed on the Equipment. If the CDM Regulations apply to the Works, the Undertenant must: comply with them and ensure that any person involved in the management, design and construction of the Works complies with their respective obligations under any obligation the CDM Regulations; if the Landlord or the Tenant would be treated as a client for the purposes of the CDM Regulations, agree to insure be treated as the only client in respect of such liabilities and/or obligations or to require the Works; and on completion of the Works provide the Landlord and the Tenant with a copy of any other person to maintain insurance, but health and safety file relating to the extent that it does so, Works and deliver the Guarantor shall quarterly and on written request pay all insurance premiums and expenses which original file to the Bond Trustee may properly incur in relation to such insurance. If Tenant at the Guarantor fails to pay such premiums or expenses or to reimburse the Bond Trustee therefor, the Bond Trustee shall be entitled to be indemnified out end of the Collateral in respect thereof and, where a Guarantor Acceleration Notice has been served, the indemnification term of the Bond Trustee Underlease. The Tenant must deliver the original health and safety file referred to in respect of all such insurance premiums and expenses shall be payable in priority to payments clause 8.1.3 to the Holders Landlord at the end of the Covered Bonds and all other Secured Creditors and otherwise in accordance with this Agreementterm of the Lease.
Appears in 1 contract
Samples: Licence for External Alterations
Additional Rights. (1) In The Mortgagor covenants and agrees that in addition to the remedies set forth in Section 4.08, the Bond Trustee may, whenever the Security has become enforceable:
(a) require the Guarantor, at the Guarantor’s expense, to assemble the Collateral at a place or places designated by notice in writing and the Guarantor agrees to so assemble the Collateral;
(b) require the Guarantor, by notice in writing, to disclose to the Bond Trustee the location or locations of the Collateral and the Guarantor agrees to make such disclosure when so required;
(c) repair, process, modify, complete or otherwise deal with the Collateral and prepare for the disposition of the Collateral, whether on the premises of the Guarantor or otherwise;
(d) carry on all or any part of the business of the Guarantor and, to the exclusion of all others including the Guarantor, enter upon, occupy and use all or any of the premises, buildings, and other property of or used by the Guarantor for such time as the Bond Trustee sees fit, free of charge, and the Bond Trustee shall not be liable to the Guarantor for any act, omission or negligence in so doing or for any rent, charges, depreciation or damages incurred in connection with or resulting from such action;
(e) exercise all voting rights attached to the Pledged Securities (whether or not registered in the name of the Bond Trustee or its nominee) and give or withhold all consents, waivers and ratifications in respect thereof, collect and receive dividends and other distributions relating thereto and otherwise act with respect thereto as though it were the absolute owner thereof;
(f) deal with any security entitlements, securities accounts and securities intermediaries holding security entitlements as if it were the entitlement holder thereof including making such entitlement orders as it deems appropriate and instructing any such securities intermediary to transfer the securities accounts held in any Controlled Securities Accounts into an account in the name of the Bond Trustee or as it may direct;
(g) exercise any and all rights of redemption, conversion, exchange, sale, subscription or any other rights, privileges or options pertaining powers and remedies elsewhere in this Mortgage granted to any of and conferred upon the Pledged Securities as if it were the absolute owner thereof Mortgagee, and including, without limitation, the right in any suit to exchange at its discretion any and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other readjustment of any issuer thereof, or upon the exercise by any issuer of any right, privilege or option pertaining to enforce any of its rights, powers or remedies, if a Default shall have occurred and be continuing and shall not have been waived by the Pledged SecuritiesMortgagee, the Mortgagee shall be entitled as a matter of right and in connection therewith, to deposit and deliver or direct the sale or other disposition not as a matter of any of the Pledged Securities with any committee, depositary, Securities Intermediary, clearing house, 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;
(h) borrow for the purpose of carrying on the business of the Guarantor or for the maintenance, preservation or protection of the Collateral and mortgage, grant or charge a security interest in the Collateral, whether or not in priority to the Security, to secure repayment; anddiscretion
(i) commence, continue to the appointment of a receiver or defend any judicial or administrative proceedings for the purpose of protecting, seizing, collecting, realizing or obtaining possession or payment receivers of the CollateralVessels and collection of the freights, hire, earnings, issues, revenues, income and profits due or to become due arising from any operation of the Vessels, and give good any receiver or receivers so appointed shall have full right and valid receipts power to use and discharges in respect operate the Vessels, and (ii) to a decree ordering and directing the sale and disposal of the Collateral Vessels, and compromise or give time for the payment or performance of all or any part of Mortgagee may become the accounts or any other obligation of any third party to the Guarantor.
(2) The Bond Trustee purchaser at such sale and shall have the power right to insure against credit on the purchase price any liabilities and all sums of money due under the Note or obligations arising:
otherwise due to the Mortgagee hereunder or under the Loan Agreement, the Guaranty or under any other Loan Document. The Mortgagee shall not be required to have the Vessels marshalled (a) as a result upon any sale of the Bond Trustee acting or failing to act in a certain way (other than which may arise from its negligence or wilful default or that of its officers or employees);
(b) as a result of any act or failure to act by any person or persons to whom the Bond Trustee has delegated any of its trusts, rights, powers, duties, authorities or discretions, or appointed as its agent (other than which may arise from such person’s negligence, fraud and/or wilful default);
(c) in connection with the Collateral; or
(d) in connection with or arising from the enforcement of the Security created by or Vessels pursuant to this Agreement. The Bond Trustee shall not Mortgage or otherwise) or be under any obligation required to insure in respect of such liabilities and/or obligations or to require realize on any other person collateral prior to maintain insurance, but realization on the Vessels. Whenever any right to enter and take possession of any Vessel accrues to the extent that Mortgagee, it does somay require the Mortgagor to deliver, and the Guarantor Mortgagor shall quarterly on demand, at its own cost and on written request pay all insurance premiums and expenses which the Bond Trustee may properly incur in relation to expense, deliver such insurance. If the Guarantor fails to pay such premiums or expenses or to reimburse the Bond Trustee therefor, the Bond Trustee shall be entitled to be indemnified out of the Collateral in respect thereof and, where a Guarantor Acceleration Notice has been served, the indemnification of the Bond Trustee in respect of all such insurance premiums and expenses shall be payable in priority to payments Vessel to the Holders of Mortgagee at the Covered Bonds and all other Secured Creditors and otherwise in accordance with this Agreementlocation designated by the Mortgagee.
Appears in 1 contract
Samples: First Preferred Fleet Mortgage (Reading & Bates Corp)
Additional Rights. (1) In addition to the remedies set forth in Section 4.08, the Bond Trustee may3.2 and elsewhere in this Agreement, whenever the Security has become Interest is enforceable, the Security Agent may:
(a) require the GuarantorObligor, at the GuarantorObligor’s expense, to assemble the Collateral at a place or places designated by notice in writing and the Guarantor Obligor agrees to so assemble the CollateralCollateral immediately upon receipt of such notice;
(b) require the GuarantorObligor, by notice in writing, to disclose to the Bond Trustee Security Agent the location or locations of the Collateral and the Guarantor Obligor agrees to promptly make such disclosure when so required;
(c) require the Obligor to provide notice in writing to any insurer respecting any insurance policy which has been assigned and/or charged in favour of the Security Agent;
(d) repair, process, modify, complete or otherwise deal with the Collateral and prepare for the disposition of the Collateral, whether on the premises of the Guarantor Obligor or otherwise;
(de) redeem any prior security interest against any Collateral, procure the transfer of such security interest to itself, or settle and pass the accounts of the prior mortgagee, chargee or encumbrancer (any accounts to be conclusive and binding on Obligor);
(f) pay any liability secured by any Encumbrance against any Collateral (the Obligor will immediately on demand reimburse the Security Agent for all such payments);
(g) carry on all or any part of the business of the Guarantor Obligor and, to the exclusion of all others including the GuarantorObligor, enter upon, occupy and use all or any of the premises, buildings, and other property of or used by the Guarantor Obligor for such time as the Bond Trustee Security Agent sees fit, free of charge, and the Bond Trustee shall Security Agent and the Finance Parties are not be liable to the Guarantor Obligor for any act, omission or negligence in so doing or for any rent, charges, depreciation or damages incurred in connection with or resulting from such action;
(e) exercise all voting rights attached to the Pledged Securities (whether or not registered in the name of the Bond Trustee or its nominee) and give or withhold all consents, waivers and ratifications in respect thereof, collect and receive dividends and other distributions relating thereto and otherwise act with respect thereto as though it were the absolute owner thereof;
(f) deal with any security entitlements, securities accounts and securities intermediaries holding security entitlements as if it were the entitlement holder thereof including making such entitlement orders as it deems appropriate and instructing any such securities intermediary to transfer the securities accounts held in any Controlled Securities Accounts into an account in the name of the Bond Trustee or as it may direct;
(g) exercise any and all rights of redemption, conversion, exchange, sale, 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 thereof, or upon the exercise by any issuer of any right, privilege or option pertaining to any of the Pledged Securities, and in connection therewith, to deposit and deliver or direct the sale or other disposition of any of the Pledged Securities with any committee, depositary, Securities Intermediary, clearing house, 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;
(h) borrow for the purpose of carrying on the business of the Guarantor Obligor or for the maintenance, preservation or protection of the Collateral and mortgage, grant or charge a security interest in the Collateral, whether or not in priority to the SecuritySecurity Interest, to secure repayment; and;
(i) commence, continue or defend any judicial or administrative proceedings for the purpose of protecting, seizing, collecting, realizing or obtaining possession or payment of the Collateral, and give good and valid receipts and discharges in respect of the Collateral and compromise or give time for the payment or performance of all or any part of the accounts or any other obligation of any third party to the Guarantor.Obligor; and
(2j) The Bond Trustee shall have the power to insure against at any liabilities or obligations arising:
(a) as a result of the Bond Trustee acting or failing to act in a certain way (other than which may arise from its negligence or wilful default or that of its officers or employees);
(b) as a result of any act or failure to act by any person or persons to whom the Bond Trustee has delegated any of its trustspublic sale, rights, powers, duties, authorities or discretions, or appointed as its agent (other than which may arise from such person’s negligence, fraud and/or wilful default);
(c) in connection with the Collateral; or
(d) in connection with or arising from the enforcement of the Security created by or pursuant to this Agreement. The Bond Trustee shall not be under any obligation to insure in respect of such liabilities and/or obligations or to require any other person to maintain insurance, but and to the extent that it does sopermitted by law on any private sale, the Guarantor shall quarterly bid for and on written request pay purchase any or all insurance premiums and expenses which the Bond Trustee may properly incur in relation to such insurance. If the Guarantor fails to pay such premiums or expenses or to reimburse the Bond Trustee therefor, the Bond Trustee shall be entitled to be indemnified out of the Collateral in offered for sale and upon compliance with the terms of such sale, hold, retain and dispose of such Collateral without any further accountability to the Obligor or any other Person with respect thereof andto such holding, where a Guarantor Acceleration Notice has been servedretention or disposition, except as required by law. In any such sale to the Security Agent, the indemnification Security Agent may, for the purpose of making payment for all or any part of the Bond Trustee in respect of all such insurance premiums Collateral so purchased, use any claim for Secured Liabilities then due and expenses shall be payable in priority to payments to it as a credit against the Holders of the Covered Bonds and all other Secured Creditors and otherwise in accordance with this Agreementpurchase price.
Appears in 1 contract
Samples: Security Agreement (Hertz Corp)
Additional Rights.
(1) In addition to the remedies set forth in Section 4.083.08, the Bond Trustee may, whenever the Security has become enforceable:
(a) require the GuarantorGuarantor LP, at the GuarantorGuarantor LP’s expense, to assemble the Collateral at a place or places designated by notice in writing and the Guarantor LP agrees to so assemble the Collateral;
(b) require the GuarantorGuarantor LP, by notice in writing, to disclose to the Bond Trustee the location or locations of the Collateral and the Guarantor LP agrees to make such disclosure when so required;
(c) repair, process, modify, complete or otherwise deal with the Collateral and prepare for the disposition of the Collateral, whether on the premises of the Guarantor LP or otherwise;
(d) carry on all or any part of the business of the Guarantor LP and, to the exclusion of all others including the GuarantorGuarantor LP, enter upon, occupy and use all or any of the premises, buildings, and other property of or used by the Guarantor LP for such time as the Bond Trustee sees fit, free of charge, and the Bond Trustee shall not be liable to the Guarantor LP for any act, omission or negligence in so doing or for any rent, charges, depreciation or damages incurred in connection with or resulting from such action;
(e) exercise all voting rights attached to the Pledged Securities (whether or not registered in the name of the Bond Trustee or its nominee) and give or withhold all consents, waivers and ratifications in respect thereof, collect and receive dividends and other distributions relating thereto and otherwise act with respect thereto as though it were the absolute owner thereof;
(f) deal with any security entitlementsSecurity Entitlements, securities accounts Securities Accounts and securities intermediaries Securities Intermediaries holding security entitlements Security Entitlements as if it were the entitlement holder Entitlement Holder thereof including making such entitlement orders Entitlement Orders as it deems appropriate and instructing any such securities intermediary Securities Intermediary to transfer the securities accounts Securities Accounts held in any Controlled Securities Accounts into an account in the name of the Bond Trustee or as it may direct;
(g) exercise any and all rights of redemption, conversion, exchange, sale, 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 thereof, or upon the exercise by any issuer of any right, privilege or option pertaining to any of the Pledged Securities, and in connection therewith, to deposit and deliver or direct the sale or other disposition of any of the Pledged Securities with any committee, depositary, Securities Intermediary, clearing house, 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;
(h) borrow for the purpose of carrying on the business of the Guarantor LP or for the maintenance, preservation or protection of the Collateral and mortgage, grant or charge a security interest in the Collateral, whether or not in priority to the Security, to secure repayment; and
(i) commence, continue or defend any judicial or administrative proceedings for the purpose of protecting, seizing, collecting, realizing or obtaining possession or payment of the Collateral, and give good and valid receipts and discharges in respect of the Collateral and compromise or give time for the payment or performance of all or any part of the accounts or any other obligation of any third party to the GuarantorGuarantor LP.
(2) The Bond Trustee shall have the power to insure against any liabilities or obligations arising:
(a) as a result of the Bond Trustee acting or failing to act in a certain way (other than which may arise from its negligence or wilful default or that of its officers or employees);
(b) as a result of any act or failure to act by any person or persons to whom the Bond Trustee has delegated any of its trusts, rights, powers, duties, authorities or discretions, or appointed as its agent (other than which may arise from such person’s 's negligence, fraud and/or wilful default);
(c) in connection with the Collateral; or
(d) in connection with or arising from the enforcement of the Security created by or pursuant to this Agreement. The Bond Trustee shall not be under any obligation to insure in respect of such liabilities and/or obligations or to require any other person to maintain insurance, but to the extent that it does so, the Guarantor LP shall quarterly and on written request pay all insurance premiums and expenses which the Bond Trustee may properly incur in relation to such insurance. If the Guarantor LP fails to pay such premiums or expenses or to reimburse the Bond Trustee therefor, the Bond Trustee shall be entitled to be indemnified out of the Collateral in respect thereof and, where a Guarantor LP Acceleration Notice has been served, the indemnification of the Bond Trustee in respect of all such insurance premiums and expenses shall be payable in priority to payments to the Holders of the Covered Bonds and all other Secured Creditors and otherwise in accordance with this Agreement.
Appears in 1 contract
Samples: General Security Agreement
Additional Rights. (1) In addition to the rights and remedies of Royal Gold set forth in Section 4.08section 3.2, the Bond Trustee Royal Gold may, whenever Royal Gold is entitled to enforce the Security has become enforceableInterest against the Debtor subject to Section 3.1:
(a) require the GuarantorDebtor, at the GuarantorDebtor’s expense, to assemble within a reasonable period of time the Collateral consisting of tangible personal property at a place or places designated by notice in writing and given by Royal Gold to the Guarantor agrees to so assemble the CollateralDebtor;
(b) require the GuarantorDebtor, by notice in writingwriting given by Royal Gold to the Debtor, to disclose to the Bond Trustee Royal Gold the location or locations of the Collateral and the Guarantor agrees to make such disclosure when so required;consisting of tangible personal property; \\DE - 087899/000014 - 315877 v10
(c) repair, process, modify, improve, complete or otherwise deal with the Collateral and prepare for the disposition of the Collateral, whether on the premises of the Guarantor Debtor or otherwise;
(d) carry on in a reasonable manner, using good business judgement and practices all or any part of the business of the Guarantor Debtor with respect to the Collateral and, to the exclusion of all others including the GuarantorDebtor, enter upon, occupy and use all any real property or any of premises where tangible personal property included in the premisesCollateral may be located, buildings, and other property of or used by the Guarantor for such time as the Bond Trustee Royal Gold sees fit, free of charge, and the Bond Trustee Royal Gold shall not be liable to the Guarantor Debtor for any act, omission or negligence (excluding gross negligence and willful misconduct) in so doing or for any rent, charges, depreciation or damages incurred in connection with therewith or resulting from such actiontherefrom;
(e) exercise all voting rights attached to the Pledged Securities (whether or not registered in the name of the Bond Trustee or its nominee) and give or withhold all consents, waivers and ratifications in respect thereof, collect and receive dividends and other distributions relating thereto and otherwise act with respect thereto as though it were the absolute owner thereof;
(f) deal with any security entitlements, securities accounts and securities intermediaries holding security entitlements as if it were the entitlement holder thereof including making such entitlement orders as it deems appropriate and instructing any such securities intermediary to transfer the securities accounts held in any Controlled Securities Accounts into an account in the name of the Bond Trustee or as it may direct;
(g) exercise any and all rights of redemption, conversion, exchange, sale, 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 thereof, or upon the exercise by any issuer of any right, privilege or option pertaining to any of the Pledged Securities, and in connection therewith, to deposit and deliver or direct the sale or other disposition of any of the Pledged Securities with any committee, depositary, Securities Intermediary, clearing house, transfer agent, registrar or other designated agency upon such borrow on reasonable terms and conditions as it may determinecommensurate with then existing market rates, all without liability except to account for property actually received by it;
(h) borrow for the purpose of carrying on the business of the Guarantor Debtor with respect to the Collateral or for the maintenance, preservation or protection of the Collateral and mortgage, charge, pledge or grant or charge a security interest in the Collateral, whether or not in priority to the SecuritySecurity Interest, to secure repayment; and
(if) demand, commence, continue or defend any judicial or administrative proceedings for the purpose of protecting, seizing, collecting, realizing or obtaining possession or payment of the Collateral, and give good valid and valid effectual receipts and discharges in respect of the Collateral therefor and compromise or give time for the payment or performance of all or any part of the accounts or any other obligation of any third party to the GuarantorDebtor.
(2) The Bond Trustee shall have the power to insure against any liabilities or obligations arising:
(a) as a result of the Bond Trustee acting or failing to act in a certain way (other than which may arise from its negligence or wilful default or that of its officers or employees);
(b) as a result of any act or failure to act by any person or persons to whom the Bond Trustee has delegated any of its trusts, rights, powers, duties, authorities or discretions, or appointed as its agent (other than which may arise from such person’s negligence, fraud and/or wilful default);
(c) in connection with the Collateral; or
(d) in connection with or arising from the enforcement of the Security created by or pursuant to this Agreement. The Bond Trustee shall not be under any obligation to insure in respect of such liabilities and/or obligations or to require any other person to maintain insurance, but to the extent that it does so, the Guarantor shall quarterly and on written request pay all insurance premiums and expenses which the Bond Trustee may properly incur in relation to such insurance. If the Guarantor fails to pay such premiums or expenses or to reimburse the Bond Trustee therefor, the Bond Trustee shall be entitled to be indemnified out of the Collateral in respect thereof and, where a Guarantor Acceleration Notice has been served, the indemnification of the Bond Trustee in respect of all such insurance premiums and expenses shall be payable in priority to payments to the Holders of the Covered Bonds and all other Secured Creditors and otherwise in accordance with this Agreement.
Appears in 1 contract
Samples: Closing Security Agreement (Battle Mountain Gold Exploration Corp.)
Additional Rights. (1) In addition to the rights and remedies set forth out in Section 4.08, the Bond Trustee may2.2, whenever the Security Interest has become enforceable, the Agent may:
(a) require the GuarantorObligors, at the Guarantor’s Obligors’ expense, to assemble the Collateral at a place or places designated by notice in writing the Agent and the Guarantor agrees Obligors agree to so assemble the Collateral;
(b) require the Guarantor, by notice in writing, Obligors to disclose to the Bond Trustee Agent the location or locations of the Collateral and the Guarantor agrees Obligors agree to make such disclosure in writing when so requiredrequested;
(c) repair, process, modify, complete or otherwise deal with the Collateral and prepare the Collateral for the disposition of the Collateraldisposition, whether on the premises of the Guarantor Obligors or otherwise;; CAN_DMS: \132141408\5 16
(d) carry on all or any part of the business businesses of the Guarantor Obligors and, to the exclusion of all others including the GuarantorObligors, enter upon, occupy and use all or any of the premises, buildings, buildings and other property of of, or used by or occupied by, the Guarantor for such time as the Bond Trustee sees fitObligors, free of charge, and the Bond Trustee Agent and the Lender shall not be liable to the Guarantor Obligors for any act, act or omission or negligence in so doing or for any rent, charges, depreciation or damages incurred in connection with with, or resulting from from, such action;
(e) exercise all voting rights attached to the Pledged Securities (whether or not registered in the name of the Bond Trustee or its nominee) and give or withhold all consents, waivers and ratifications in respect thereof, collect and receive dividends and other distributions relating thereto and otherwise act with respect thereto as though it were the absolute owner thereof;
(f) deal with any security entitlements, securities accounts and securities intermediaries holding security entitlements as if it were the entitlement holder thereof including making such entitlement orders as it deems appropriate and instructing any such securities intermediary to transfer the securities accounts held in any Controlled Securities Accounts into an account in the name of the Bond Trustee or as it may direct;
(g) exercise any and all rights of redemption, conversion, exchange, sale, 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 thereof, or upon the exercise by any issuer of any right, privilege or option pertaining to any of the Pledged Securities, and in connection therewith, to deposit and deliver or direct the sale or other disposition of any of the Pledged Securities with any committee, depositary, Securities Intermediary, clearing house, 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;
(h) borrow for the purpose of carrying on the business any of the Guarantor businesses of the Obligors or for the maintenance, preservation or protection of the Collateral and mortgage, grant or charge a security interest interests in the Collateral, whether or not in priority to the SecuritySecurity Interest, to secure repayment; and;
(if) redeem any prior security interest against any Collateral, procure the transfer of such security interest to itself, or settle and pass the accounts of any prior mortgagee, chargee or lienholder;
(g) pay any liability secured by a lien against any of the Collateral;
(h) commence, continue or defend any judicial or administrative proceedings for the purpose of protecting, seizing, collecting, realizing or obtaining possession or payment of the Collateral, and give good and valid receipts and discharges in respect of the Collateral and Collateral;
(i) compromise or give time for the payment or performance of all or any part of the accounts or any other obligation of any third party Person to the Guarantor.Obligors; and
(2j) The Bond Trustee shall have the power to insure against at any liabilities public or obligations arising:
(a) as a result of the Bond Trustee acting private sale, bid for and purchase any or failing to act in a certain way (other than which may arise from its negligence or wilful default or that of its officers or employees);
(b) as a result of any act or failure to act by any person or persons to whom the Bond Trustee has delegated any of its trusts, rights, powers, duties, authorities or discretions, or appointed as its agent (other than which may arise from such person’s negligence, fraud and/or wilful default);
(c) in connection with the Collateral; or
(d) in connection with or arising from the enforcement of the Security created by or pursuant to this Agreement. The Bond Trustee shall not be under any obligation to insure in respect of such liabilities and/or obligations or to require any other person to maintain insurance, but to the extent that it does so, the Guarantor shall quarterly and on written request pay all insurance premiums and expenses which the Bond Trustee may properly incur in relation to such insurance. If the Guarantor fails to pay such premiums or expenses or to reimburse the Bond Trustee therefor, the Bond Trustee shall be entitled to be indemnified out of the Collateral in respect thereof andoffered for sale and upon compliance with the terms of such sale, where a Guarantor Acceleration Notice has been servedhold, the indemnification retain and dispose of the Bond Trustee in respect of all such insurance premiums and expenses shall be payable in priority to payments Collateral without any further accountability to the Holders of the Covered Bonds and all Obligors or any other Secured Creditors and otherwise in accordance Person with this Agreementrespect to such holding, retention or disposition, except as required by law.
Appears in 1 contract
Additional Rights. (1) In addition to the remedies set forth in Section 4.083.2 and elsewhere in this Agreement, the Bond Trustee Collateral Agent may, either directly or through its agents or nominees, whenever the Security has become Interest is enforceable:
(a) require the Guarantorany Grantor, at the Guarantorsuch Grantor’s expense, to assemble the Collateral at a place or places designated by notice in writing and the Guarantor such Grantor agrees to so assemble the CollateralCollateral immediately upon receipt of such notice;
(b) require the Guarantorany Grantor, by notice in writing, to disclose to the Bond Trustee Collateral Agent the location or locations of the Collateral and the Guarantor such Grantor agrees to promptly make such disclosure when so required;
(c) repair, process, modify, complete or otherwise deal with the Collateral and prepare for the disposition of the Collateral, whether on the premises of the Guarantor any Grantor or otherwise;
(d) redeem any prior security interest against any Collateral, procure the transfer of such security interest to itself, or settle and pass the accounts of the prior mortgagee, chargee or encumbrancer (any accounts to be conclusive and binding on the applicable Grantor);
(e) pay any liability secured by any Lien against any Collateral (the applicable Grantor will immediately on demand reimburse the Collateral Agent for all such payments);
(f) carry on all or any part of the business of the Guarantor any Grantor and, to the exclusion of all others including the Guarantorsuch Grantor, enter upon, occupy and use all or any of the premises, buildings, and other property of or used by the Guarantor such Grantor for such time as the Bond Trustee Collateral Agent sees fit, free of charge, and the Bond Trustee shall Collateral Agent and the Secured Parties are not be liable to the Guarantor such Grantor for any act, omission or negligence in so doing or for any rent, charges, depreciation or damages incurred in connection with or resulting from such action;
(e) exercise all voting rights attached to the Pledged Securities (whether or not registered in the name of the Bond Trustee or its nominee) and give or withhold all consents, waivers and ratifications in respect thereof, collect and receive dividends and other distributions relating thereto and otherwise act with respect thereto as though it were the absolute owner thereof;
(f) deal with any security entitlements, securities accounts and securities intermediaries holding security entitlements as if it were the entitlement holder thereof including making such entitlement orders as it deems appropriate and instructing any such securities intermediary to transfer the securities accounts held in any Controlled Securities Accounts into an account in the name of the Bond Trustee or as it may direct;
(g) exercise any and all rights of redemption, conversion, exchange, sale, 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 thereof, or upon the exercise by any issuer of any right, privilege or option pertaining to any of the Pledged Securities, and in connection therewith, to deposit and deliver or direct the sale or other disposition of any of the Pledged Securities with any committee, depositary, Securities Intermediary, clearing house, 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;
(h) borrow for the purpose of carrying on the business of the Guarantor any Grantor or for the maintenance, preservation or protection of the Collateral and mortgage, grant or charge a security interest in the Collateral, whether or not in priority to the SecuritySecurity Interest, to secure repayment; and;
(ih) commence, continue or defend any judicial or administrative proceedings for the purpose of protecting, seizing, collecting, realizing or obtaining possession or payment of the Collateral, and give good and valid receipts and discharges in respect of the Collateral and compromise or give time for the payment or performance of all or any part of the accounts or any other obligation of any third party to the Guarantor.any Grantor; and
(2i) The Bond Trustee shall have the power to insure against at any liabilities or obligations arising:
(a) as a result of the Bond Trustee acting or failing to act in a certain way (other than which may arise from its negligence or wilful default or that of its officers or employees);
(b) as a result of any act or failure to act by any person or persons to whom the Bond Trustee has delegated any of its trustspublic sale, rights, powers, duties, authorities or discretions, or appointed as its agent (other than which may arise from such person’s negligence, fraud and/or wilful default);
(c) in connection with the Collateral; or
(d) in connection with or arising from the enforcement of the Security created by or pursuant to this Agreement. The Bond Trustee shall not be under any obligation to insure in respect of such liabilities and/or obligations or to require any other person to maintain insurance, but and to the extent that it does sopermitted by law on any private sale, the Guarantor shall quarterly bid for and on written request pay purchase any or all insurance premiums and expenses which the Bond Trustee may properly incur in relation to such insurance. If the Guarantor fails to pay such premiums or expenses or to reimburse the Bond Trustee therefor, the Bond Trustee shall be entitled to be indemnified out of the Collateral in offered for sale and upon compliance with the terms of such sale, hold, retain and dispose of such Collateral without any further accountability to any Grantor or any other Person with respect thereof andto such holding, where a Guarantor Acceleration Notice has been servedretention or disposition, except as required by law. In any such sale to the Collateral Agent, the indemnification Collateral Agent may, for the purpose of making payment for all or any part of the Bond Trustee in respect of all such insurance premiums Collateral so purchased, use any claim for Secured Obligations then due and expenses shall be payable in priority to payments to it as a credit against the Holders of the Covered Bonds and all other Secured Creditors and otherwise in accordance with this Agreementpurchase price.
Appears in 1 contract
Additional Rights. (1) In addition to the remedies set forth in Section 4.08, the Bond Trustee may3.2 and elsewhere in this Agreement, whenever the Security has become Interest is enforceable, the Secured Creditor may:
(a) require the Guarantor, at the Guarantor’s 's expense, to assemble the Collateral at a place or places designated by notice in writing and the Guarantor agrees to so assemble the CollateralCollateral immediately upon receipt of such notice;
(b) require the Guarantor, by notice in writing, to disclose to the Bond Trustee Secured Creditor the location or locations of the Collateral and the Guarantor agrees to promptly make such disclosure when so required;
(c) repair, process, modify, complete or otherwise deal with the Collateral and prepare for the disposition of the Collateral, whether on the premises of the Guarantor or otherwise;
(d) redeem any prior security interest against any Collateral, procure the transfer of such security interest to itself, or settle and pass the accounts of the prior mortgagee, chargee or encumbrancer (any accounts to be conclusive and binding on Guarantor);
(e) pay any liability secured by any Lien against any Collateral (the Guarantor will immediately on demand reimburse the Secured Creditor for all such payments);
(f) carry on all or any part of the business of the Guarantor and, to the exclusion of all others including the Guarantor, enter upon, occupy and use all or any of the premises, buildings, and other property of or used by the Guarantor for such time as the Bond Trustee Secured Creditor sees fit, free of charge, and the Bond Trustee shall Secured Creditor is not be liable to the Guarantor for any act, omission or negligence (other than their own gross negligence or wilful misconduct) in so doing or for any rent, charges, depreciation or damages incurred in connection with or resulting from such action;
(e) exercise all voting rights attached to the Pledged Securities (whether or not registered in the name of the Bond Trustee or its nominee) and give or withhold all consents, waivers and ratifications in respect thereof, collect and receive dividends and other distributions relating thereto and otherwise act with respect thereto as though it were the absolute owner thereof;
(f) deal with any security entitlements, securities accounts and securities intermediaries holding security entitlements as if it were the entitlement holder thereof including making such entitlement orders as it deems appropriate and instructing any such securities intermediary to transfer the securities accounts held in any Controlled Securities Accounts into an account in the name of the Bond Trustee or as it may direct;
(g) exercise any and all rights of redemption, conversion, exchange, sale, 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 thereof, or upon the exercise by any issuer of any right, privilege or option pertaining to any of the Pledged Securities, and in connection therewith, to deposit and deliver or direct the sale or other disposition of any of the Pledged Securities with any committee, depositary, Securities Intermediary, clearing house, 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;
(h) borrow for the purpose of carrying on the business of the Guarantor or for the maintenance, preservation or protection of the Collateral and mortgage, grant or charge a security interest in the Collateral, whether or not in priority to the SecuritySecurity Interest, to secure repayment; and5093376 v3
(ih) commence, continue or defend any judicial or administrative proceedings for the purpose of protecting, seizing, collecting, realizing or obtaining possession or payment of the Collateral, and give good and valid receipts and discharges in respect of the Collateral and compromise or give time for the payment or performance of all or any part of the accounts or any other obligation of any third party to the Guarantor.; and
(2i) The Bond Trustee shall have the power to insure against at any liabilities or obligations arising:
(a) as a result of the Bond Trustee acting or failing to act in a certain way (other than which may arise from its negligence or wilful default or that of its officers or employees);
(b) as a result of any act or failure to act by any person or persons to whom the Bond Trustee has delegated any of its trustspublic sale, rights, powers, duties, authorities or discretions, or appointed as its agent (other than which may arise from such person’s negligence, fraud and/or wilful default);
(c) in connection with the Collateral; or
(d) in connection with or arising from the enforcement of the Security created by or pursuant to this Agreement. The Bond Trustee shall not be under any obligation to insure in respect of such liabilities and/or obligations or to require any other person to maintain insurance, but and to the extent that it does sopermitted by law on any private sale, the Guarantor shall quarterly bid for and on written request pay purchase any or all insurance premiums and expenses which the Bond Trustee may properly incur in relation to such insurance. If the Guarantor fails to pay such premiums or expenses or to reimburse the Bond Trustee therefor, the Bond Trustee shall be entitled to be indemnified out of the Collateral in offered for sale and upon compliance with the terms of such sale, hold, retain and dispose of such Collateral without any further accountability to the Guarantor or any other Person with respect thereof andto such holding, where a Guarantor Acceleration Notice has been servedretention or disposition, except as required by law. In any such sale to the Secured Creditor, the indemnification Secured Creditor may, for the purpose of making payment for all or any part of the Bond Trustee in respect of all such insurance premiums Collateral so purchased, use any claim for Secured Obligations then due and expenses shall be payable in priority to payments to it as a credit against the Holders of the Covered Bonds and all other Secured Creditors and otherwise in accordance with this Agreementpurchase price.
Appears in 1 contract
Samples: Security Agreement (Battle Mountain Gold Exploration Corp.)
Additional Rights. (1) In addition to the remedies set forth in Section 4.08, the Bond Trustee may, whenever the Security has become enforceable:
(a) require the Guarantor, at the Guarantor’s expense, to assemble the Collateral at a place or places designated by notice in writing and the Guarantor agrees to so assemble the Collateral;
(b) require the Guarantor, by notice in writing, to disclose to the Bond Trustee the location or locations of the Collateral and the Guarantor agrees to make such disclosure when so required;
(c) repair, process, modify, complete or otherwise deal with the Collateral and prepare for the disposition of the Collateral, whether on the premises of the Guarantor or otherwise;
(d) carry on all or any part of the business of the Guarantor and, to the exclusion of all others including the Guarantor, enter upon, occupy and use all or any of the premises, buildings, and other property of or used by the Guarantor for such time as the Bond Trustee sees fit, free of charge, and the Bond Trustee shall not be liable to the Guarantor for any act, omission or negligence in so doing or for any rent, charges, depreciation or damages incurred in connection with or resulting from such action;
(e) exercise all voting rights attached to the Pledged Securities (whether or not registered in the name of the Bond Trustee or its nominee) and give or withhold all consents, waivers and ratifications in respect thereof, collect and receive dividends and other distributions relating thereto and otherwise act with respect thereto as though it were the absolute owner thereof;
(f) deal with any security entitlements, securities accounts and securities intermediaries holding security entitlements as if it were the entitlement holder thereof including making such entitlement orders as it deems appropriate and instructing any such securities intermediary to transfer the securities accounts held in any Controlled Securities Accounts into an account in the name of the Bond Trustee or as it may direct;
(g) exercise any and all rights of redemption, conversion, exchange, sale, 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 thereof, or upon the exercise by any issuer of any right, privilege or option pertaining to any of the Pledged Securities, and in connection therewith, to deposit and deliver or direct the sale or other disposition of any of the Pledged Securities with any committee, depositary, Securities Intermediarysecurities intermediary, clearing house, 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;
(h) borrow for the purpose of carrying on the business of the Guarantor or for the maintenance, preservation or protection of the Collateral and mortgage, grant or charge a security interest in the Collateral, whether or not in priority to the Security, to secure repayment; and
(i) commence, continue or defend any judicial or administrative proceedings for the purpose of protecting, seizing, collecting, realizing or obtaining possession or payment of the Collateral, and give good and valid receipts and discharges in respect of the Collateral and compromise or give time for the payment or performance of all or any part of the accounts or any other obligation of any third party to the Guarantor.
(2) The Bond Trustee shall have the power to insure against any liabilities or obligations arising:
(a) as a result of the Bond Trustee acting or failing to act in a certain way (other than which may arise from its negligence or wilful default or that of its officers or employees);
(b) as a result of any act or failure to act by any person or persons to whom the Bond Trustee has delegated any of its trusts, rights, powers, duties, authorities or discretions, or appointed as its agent (other than which may arise from such person’s negligence, fraud and/or wilful default);
(c) in connection with the Collateral; or
(d) in connection with or arising from the enforcement of the Security created by or pursuant to this Agreement. The Bond Trustee shall not be under any obligation to insure in respect of such liabilities and/or obligations or to require any other person to maintain insurance, but to the extent that it does so, the Guarantor shall quarterly and on written request pay all insurance premiums and expenses which the Bond Trustee may properly incur in relation to such insurance. If the Guarantor fails to pay such premiums or expenses or to reimburse the Bond Trustee therefor, the Bond Trustee shall be entitled to be indemnified out of the Collateral in respect thereof and, where a Guarantor Acceleration Notice has been served, the indemnification of the Bond Trustee in respect of all such insurance premiums and expenses shall be payable in priority to payments to the Holders of the Covered Bonds and all other Secured Creditors and otherwise in accordance with this Agreement.
Appears in 1 contract
Samples: General Security Agreement
Additional Rights. (1) In addition to the remedies rights of the Holder set forth in Section 4.08, the Bond Trustee may9, whenever the Security has become is enforceable, the Holder may:
(a) require the GuarantorObligor, at the Guarantor’s Obligor's expense, to assemble the Collateral Charged Premises, to the extent reasonably practicable, at a place or places designated by notice in writing and the Guarantor Obligor agrees to so assemble the CollateralCharged Premises immediately upon receipt of such notice;
(b) require the GuarantorObligor, by notice in writing, to disclose to the Bond Trustee Holder the location or locations of the Collateral Charged Premises and the Guarantor Obligor agrees to make such disclosure when so required;
(c) repair, process, modify, complete or otherwise deal with the Collateral Charged Premises, and prepare for the disposition of the CollateralCharged Premises, whether on the premises of the Guarantor Obligor or otherwise;
(d) carry on all pay any liability secured by any Lien against any Charged Premises other than Liens in existence at the time the Obligor acquired the Charged Premises or any part arising out of the business of the Guarantor and, to the exclusion of all others including the Guarantor, enter upon, occupy and use all action or any of the premises, buildings, and other property of or used inaction by the Guarantor Holder (the Obligor will immediately on demand reimburse the Holder for all such time as the Bond Trustee sees fit, free of charge, and the Bond Trustee shall not be liable to the Guarantor for any act, omission or negligence in so doing or for any rent, charges, depreciation or damages incurred in connection with or resulting from such actionpayments);
(e) exercise all voting rights attached to the Pledged Securities (whether or not registered in the name of the Bond Trustee or its nominee) and give or withhold all consents, waivers and ratifications in respect thereof, collect and receive dividends and other distributions relating thereto and otherwise act with respect thereto as though it were the absolute owner thereof;
(f) deal with any security entitlements, securities accounts and securities intermediaries holding security entitlements as if it were the entitlement holder thereof including making such entitlement orders as it deems appropriate and instructing any such securities intermediary to transfer the securities accounts held in any Controlled Securities Accounts into an account in the name of the Bond Trustee or as it may direct;
(g) exercise any and all rights of redemption, conversion, exchange, sale, 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 thereof, or upon the exercise by any issuer of any right, privilege or option pertaining to any of the Pledged Securities, and in connection therewith, to deposit and deliver or direct the sale or other disposition of any of the Pledged Securities with any committee, depositary, Securities Intermediary, clearing house, 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;
(h) borrow for the purpose of carrying on the business of the Guarantor or for the maintenance, preservation or protection of the Collateral Charged Premises and mortgage, charge or grant or charge a security interest in the CollateralCharged Premises, whether or not in priority to the Security, to secure repayment; and;
(if) commence, continue or defend any judicial or administrative proceedings for the purpose of protecting, seizing, collecting, realizing or obtaining possession or payment of the CollateralCharged Premises, and give good and valid receipts and discharges in respect of the Collateral and compromise or give time for the payment or performance of all or any part of the accounts or any other obligation of any third party to the Guarantor.Obligor; and
(2g) The Bond Trustee shall have the power to insure against at any liabilities or obligations arising:
(a) as a result of the Bond Trustee acting or failing to act in a certain way (other than which may arise from its negligence or wilful default or that of its officers or employees);
(b) as a result of any act or failure to act by any person or persons to whom the Bond Trustee has delegated any of its trustspublic sale, rights, powers, duties, authorities or discretions, or appointed as its agent (other than which may arise from such person’s negligence, fraud and/or wilful default);
(c) in connection with the Collateral; or
(d) in connection with or arising from the enforcement of the Security created by or pursuant to this Agreement. The Bond Trustee shall not be under any obligation to insure in respect of such liabilities and/or obligations or to require any other person to maintain insurance, but and to the extent that it does sopermitted by law on any private sale, the Guarantor shall quarterly bid for and on written request pay purchase any or all insurance premiums and expenses which the Bond Trustee may properly incur in relation to such insurance. If the Guarantor fails to pay such premiums or expenses or to reimburse the Bond Trustee therefor, the Bond Trustee shall be entitled to be indemnified out of the Collateral in offered for sale and upon compliance with the terms of such sale, hold, retain and dispose of such Collateral without any further accountability to the Obligor or any other Person with respect thereof andto such holding, where a Guarantor Acceleration Notice has been servedretention or disposition, except as required by law. In any such sale to the Holder, the indemnification Holder may, for the purpose of making payment for all or any part of the Bond Trustee in respect of all such insurance premiums Collateral so purchased, use any claim for Secured Obligations then due and expenses shall be payable in priority to payments to it as a credit against the Holders of the Covered Bonds and all other Secured Creditors and otherwise in accordance with this Agreementpurchase price.
Appears in 1 contract
Additional Rights. (1) In addition to the remedies set forth in Section 4.085.01 and elsewhere in this Agreement, upon the occurrence and during the continuation of an Event of Default, the Bond Trustee Collateral Agent may, whenever subject to the Security has become enforceablemandatory requirements of applicable law:
(a) require the GuarantorGrantors (or any of them), at the Guarantor’s Grantors’ expense, to assemble the Collateral at a place or places designated by notice in writing and the Guarantor each Grantor agrees to so assemble the CollateralCollateral immediately upon receipt of such notice;
(b) require the GuarantorGrantors (or any of them), by notice in writing, to disclose to the Bond Trustee Collateral Agent the location or locations of the Collateral and the Guarantor each Grantor agrees to promptly make such disclosure when so required;
(c) repair, process, modify, complete or otherwise deal with the Collateral and prepare for the disposition of the Collateral, whether on the premises of the Guarantor Grantors or otherwise;
(d) redeem any prior security interest against any Collateral, procure the transfer of such security interest to itself, or settle and pass the accounts of the prior mortgagee, chargee or encumbrancer (any accounts to be conclusive and binding on the Grantors);
(e) pay any liability secured by any Lien against any Collateral (each Grantor will immediately on demand reimburse the Collateral Agent for all such payments);
(f) carry on all or any part of the business of the Guarantor Grantors (or any of them) and, to the exclusion of all others including the GuarantorGrantors, enter upon, occupy and use all or any of the premises, buildings, and other property of or used by the Guarantor Grantors for such time as the Bond Trustee Collateral Agent sees fit, free of charge, and the Bond Trustee shall Collateral Agent and the Secured Creditors are not be liable to the Guarantor Grantors for any act, omission or negligence (other than their own gross negligence or wilful misconduct) in so doing or for any rent, charges, depreciation or damages incurred in connection with or resulting from such action;
(e) exercise all voting rights attached to the Pledged Securities (whether or not registered in the name of the Bond Trustee or its nominee) and give or withhold all consents, waivers and ratifications in respect thereof, collect and receive dividends and other distributions relating thereto and otherwise act with respect thereto as though it were the absolute owner thereof;
(f) deal with any security entitlements, securities accounts and securities intermediaries holding security entitlements as if it were the entitlement holder thereof including making such entitlement orders as it deems appropriate and instructing any such securities intermediary to transfer the securities accounts held in any Controlled Securities Accounts into an account in the name of the Bond Trustee or as it may direct;
(g) exercise any and all rights of redemption, conversion, exchange, sale, 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 thereof, or upon the exercise by any issuer of any right, privilege or option pertaining to any of the Pledged Securities, and in connection therewith, to deposit and deliver or direct the sale or other disposition of any of the Pledged Securities with any committee, depositary, Securities Intermediary, clearing house, 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;
(h) borrow for the purpose of carrying on the business of the Guarantor Grantors (or any of them) or for the maintenance, preservation or protection of the Collateral and mortgage, grant or charge a security interest in the Collateral, whether or not in priority to the SecuritySecurity Interest, to secure repayment; and;
(ih) commence, continue or defend any judicial or administrative proceedings for the purpose of protecting, seizing, collecting, realizing or obtaining possession or payment of the Collateral, and give good and valid receipts and discharges in respect of the Collateral and compromise or give time for the payment or performance of all or any part of the accounts Accounts or any other obligation of any third party to the Guarantor.Grantors; and
(2i) The Bond Trustee shall have the power to insure against at any liabilities or obligations arising:
(a) as a result of the Bond Trustee acting or failing to act in a certain way (other than which may arise from its negligence or wilful default or that of its officers or employees);
(b) as a result of any act or failure to act by any person or persons to whom the Bond Trustee has delegated any of its trustspublic sale, rights, powers, duties, authorities or discretions, or appointed as its agent (other than which may arise from such person’s negligence, fraud and/or wilful default);
(c) in connection with the Collateral; or
(d) in connection with or arising from the enforcement of the Security created by or pursuant to this Agreement. The Bond Trustee shall not be under any obligation to insure in respect of such liabilities and/or obligations or to require any other person to maintain insurance, but and to the extent that it does sopermitted by law on any private sale, the Guarantor shall quarterly bid for and on written request pay purchase any or all insurance premiums and expenses which the Bond Trustee may properly incur in relation to such insurance. If the Guarantor fails to pay such premiums or expenses or to reimburse the Bond Trustee therefor, the Bond Trustee shall be entitled to be indemnified out of the Collateral in offered for sale and upon compliance with the terms of such sale, hold, retain and dispose of such Collateral without any further accountability to the Grantors or any other Person with respect thereof andto such holding, where a Guarantor Acceleration Notice has been servedretention or disposition, except as required by law. In any such sale to the Collateral Agent, the indemnification Collateral Agent may, for the purpose of making payment for all or any part of the Bond Trustee in respect of all such insurance premiums Collateral so purchased, use any claim for Secured Obligations then due and expenses shall be payable in priority to payments to it as a credit against the Holders of the Covered Bonds and all other Secured Creditors and otherwise in accordance with this Agreementpurchase price.
Appears in 1 contract
Samples: Canadian Guarantee and Collateral Agreement (API Technologies Corp.)
Additional Rights. In the event that the Borrower shall, directly or indirectly, enterenters into, consentconsents to, or otherwise grantgrants any Contractual Obligation whichthat provides any counterparty to such Contractual Obligation with rights to accelerate (1) In addition to the remedies set forth in Section 4.08, the Bond Trustee may, whenever the Security has become enforceable:
(a) require the Guarantor, at the Guarantor’s expense, to assemble the Collateral at a place or places designated by notice in writing and the Guarantor agrees to so assemble the Collateral;
(b) require the Guarantor, by notice in writing, to disclose to the Bond Trustee the location or locations not including any indirect acceleration of the Collateral and the Guarantor agrees to make such disclosure when so required;
(c) repair, process, modify, complete or otherwise deal with the Collateral and prepare for the disposition of the Collateral, whether on the premises of the Guarantor or otherwise;
(d) carry on all or any part of the business of the Guarantor and, to the exclusion of all others including the Guarantor, enter upon, occupy and use all or any of the premises, buildings, and other property of or used by the Guarantor for such time as the Bond Trustee sees fit, free of charge, and the Bond Trustee shall not be liable to the Guarantor for any act, omission or negligence in so doing or for any rent, charges, depreciation or damages incurred in connection with or resulting from such action;
(e) exercise all voting rights attached to the Pledged Securities (whether or not registered in the name of the Bond Trustee or its nominee) and give or withhold all consents, waivers and ratifications in respect thereof, collect and receive dividends and other distributions relating thereto and otherwise act with respect thereto as though it were the absolute owner thereof;
(f) deal with any security entitlements, securities accounts and securities intermediaries holding security entitlements as if it were the entitlement holder maturity thereof including making such entitlement orders as it deems appropriate and instructing any such securities intermediary to transfer the securities accounts held in any Controlled Securities Accounts into an account in the name of the Bond Trustee or as it may direct;
(g) exercise any and all rights of redemption, conversion, exchange, sale, 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 thereof, or upon the exercise by any issuer of any right, privilege or option pertaining to any of the Pledged Securities, and in connection therewith, to deposit and deliver or direct the sale or other disposition of any of the Pledged Securities with any committee, depositary, Securities Intermediary, clearing house, 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;
(h) borrow for the purpose of carrying on the business of the Guarantor or for the maintenance, preservation or protection of the Collateral and mortgage, grant or charge a security interest in the Collateral, whether or not in priority to the Security, to secure repayment; and
(i) commence, continue or defend any judicial or administrative proceedings for the purpose of protecting, seizing, collecting, realizing or obtaining possession or payment of the Collateral, and give good and valid receipts and discharges in respect of the Collateral and compromise or give time for the payment or performance of all or any part of the accounts or any other obligation of any third party through reimbursement obligations to the Guarantor.
provider of a Credit Facility occurring as a result of a mandatory tender for purchase thereof or (2) The Bond Trustee shall have the power to insure against any liabilities or obligations arising:
(aii) as a result of revised amortization requirements and/or increased interest rates following an optional or mandatory tender for purchase thereof) any Bonds or other obligations (the Bond Trustee acting or failing to act in a certain way (other than which may arise from its negligence or wilful default or that of its officers or employees);
(b) as a result of any act or failure to act by any person or persons to whom the Bond Trustee has delegated any of its trusts, rights, powers, duties, authorities or discretions, or appointed as its agent (other than which may arise from such person’s negligence, fraud and/or wilful default);
(c“Additional Rights”) in connection with violation of Section 16(c)(vi), then, to the Collateralextent permitted by law, such Additional Rights shall automatically be deemed to be incorporated into this Agreement and the TIFIA Lender shall have the benefits of such Additional Rights. The Borrower shall promptly, upon entering into or otherwise consenting to a Contractual Obligation containing such Additional Rights, notify the TIFIA Lender of such Contractual Obligation and, to the extent permitted by law, enter into an amendment to this Agreement to include such Additional Rights; or
(d) in connection with provided, that, the TIFIA Lender shall have the benefit of such Additional Rights, to the extent permitted by law, even if the Borrower fails to provide such notice or arising from the enforcement of the Security created by or pursuant enter into an amendment hereto is not executed to include said Additional Rights into this Agreement. The Bond Trustee (n) Hedging. Other than (i) interest rate hedging transactions required under Section 15(p), (ii) swap and hedging transactions the obligations under which are not payable from Pledged Taxes and (iii) Qualified Xxxxxx executed for Variable Rate Bonds in an aggregate principal amount not in excess of the Hedging Threshold, the Borrower shall not be under enter into any obligation to insure in respect of such liabilities and/or obligations swap or to require hedging transaction, including inflation indexed swap transactions, “cap” or “collar” transactions, futures, or any other person to maintain insurance, but to hedging transaction without the extent that it does so, the Guarantor shall quarterly and on prior written request pay all insurance premiums and expenses which the Bond Trustee may properly incur in relation to such insurance. If the Guarantor fails to pay such premiums or expenses or to reimburse the Bond Trustee therefor, the Bond Trustee shall be entitled to be indemnified out consent of the Collateral in respect thereof and, where a Guarantor Acceleration Notice has been served, the indemnification of the Bond Trustee in respect of all such insurance premiums and expenses shall be payable in priority to payments to the Holders of the Covered Bonds and all other Secured Creditors and otherwise in accordance with this AgreementTIFIA Lender.
Appears in 1 contract
Samples: Tifia Loan Agreement
Additional Rights. (1) In The Administrative Agent shall have, for the benefit of itself and the Lenders, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that the remedies Administrative Agent may have under applicable law or in equity or under this Agreement (including, without limitation, all rights set forth in this Section 4.088.03), all rights and remedies of a secured party under the Uniform Commercial Code as enacted in any jurisdiction, and, in addition, the Bond Trustee mayfollowing rights and remedies, whenever all of which may be exercised with or without notice to the Security has become enforceable:
Loan Parties and without affecting the Obligations of the Loan Parties hereunder or under any other Loan Document, or the enforceability of the Liens and security interests created hereby: (a) require to enter any premises where any Collateral may be located for the Guarantorpurpose of securing, at protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the Guarantor’s expense, to assemble the Collateral at a place or places designated by notice in writing and the Guarantor agrees to so assemble the Collateral;
same; (b) require to notify obligors on the Guarantor, by notice in writing, to disclose Collateral that the Collateral has been assigned to the Bond Trustee Administrative Agent and that all payments thereon are to be made directly and exclusively to the location or locations Administrative Agent for the benefit of the Collateral Administrative Agent and the Guarantor agrees to make such disclosure when so required;
Lenders; (c) repair, process, modify, complete to collect by legal proceedings or otherwise deal with the Collateral and prepare for the disposition all dividends, distributions, interest, principal or other sums now or hereafter payable upon or on account of the Collateral, whether on the premises of the Guarantor or otherwise;
; (d) carry on all or any part of to cause the business of the Guarantor and, Collateral to the exclusion of all others including the Guarantor, enter upon, occupy and use all or any of the premises, buildings, and other property of or used by the Guarantor for such time as the Bond Trustee sees fit, free of charge, and the Bond Trustee shall not be liable to the Guarantor for any act, omission or negligence in so doing or for any rent, charges, depreciation or damages incurred in connection with or resulting from such action;
(e) exercise all voting rights attached to the Pledged Securities (whether or not registered in the name of the Bond Trustee Administrative Agent for the benefit of the Administrative Agent and the Lenders, as legal owner; (e) to enforce payment and prosecute any action or its nominee) and give or withhold all consents, waivers and ratifications in respect thereof, collect and receive dividends and other distributions relating thereto and otherwise act proceeding with respect thereto as though it were to any or all of the absolute owner thereof;
Collateral; (f) deal with any security entitlementsto insure, securities accounts process and securities intermediaries holding security entitlements as if it were preserve the entitlement holder thereof including making such entitlement orders as it deems appropriate and instructing any such securities intermediary to transfer the securities accounts held in any Controlled Securities Accounts into an account in the name of the Bond Trustee or as it may direct;
Collateral; (g) exercise to remove, through lawful means and without disturbing the peace or damaging the premises, from any premises where the same may be located, the Collateral and any and all rights of redemptiondocuments, conversioninstruments, exchange, sale, 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 files and all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other readjustment of any issuer thereof, or upon the exercise by any issuer of any right, privilege or option pertaining to any of the Pledged Securitiesrecords, and in connection therewithany receptacles and cabinets containing the same, relating to deposit and deliver or direct the sale or other disposition of any of the Pledged Securities with any committee, depositary, Securities Intermediary, clearing house, 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;
Collateral; (h) borrow for the purpose of carrying on the business of the Guarantor or for the maintenance, preservation or protection of the Collateral and mortgage, grant or charge a security interest in the Collateral, whether or not in priority to the Security, to secure repayment; and
(i) commence, continue or defend any judicial or administrative proceedings for the purpose of protecting, seizing, collecting, realizing or obtaining possession or payment of the Collateral, and give good and valid receipts and discharges in respect of the Collateral and compromise or give time for the payment or performance of exercise all or any part of the accounts or any other obligation of any third party to the Guarantor.
(2) The Bond Trustee shall have the power to insure against any liabilities or obligations arising:
(a) as a result of the Bond Trustee acting or failing to act in a certain way (other than which may arise from its negligence or wilful default or that of its officers or employees);
(b) as a result of any act or failure to act by any person or persons to whom the Bond Trustee has delegated any of its trusts, rights, powers, dutiesprivileges and remedies of an owner of the Collateral; and (i) to take possession of the Collateral or any part thereof and to collect and receive the rents, authorities issues, profits, income and proceeds thereof. The Administrative Agent shall further have the right, for the benefit of itself and the Lenders, to use any of the intellectual property Collateral for the sale of goods, completion of work in process or discretions, or appointed as its agent (other than which may arise from such person’s negligence, fraud and/or wilful default);
(c) rendering of services in connection with the Collateral; or
(d) in connection with or arising from the enforcement enforcing any of the Security created by or pursuant to this Agreement. The Bond Trustee shall not be under any obligation to insure in respect of such liabilities and/or obligations or to require any other person to maintain insurance, but security interests granted to the extent that it does so, Administrative Agent by the Guarantor shall quarterly and on written request pay all insurance premiums and expenses which the Bond Trustee may properly incur in relation to such insuranceLoan Parties. If the Guarantor fails to pay such premiums or expenses or to reimburse the Bond Trustee therefor, the Bond Trustee shall be entitled to be indemnified out Taking possession of the Collateral in respect shall not cure or waive any Event of Default or notice thereof and, where a Guarantor Acceleration Notice has been served, the indemnification of the Bond Trustee in respect of all or invalidate any act done pursuant to such insurance premiums and expenses shall be payable in priority to payments to the Holders of the Covered Bonds and all other Secured Creditors and otherwise in accordance with this Agreementnotice.
Appears in 1 contract
Additional Rights. (1) In addition to the remedies set forth in Section 4.08, the Bond Trustee may3.2 and elsewhere in this Agreement, whenever the Security has become Interest is enforceable:
, the Secured Creditor may: (a) require the GuarantorObligor, at the Guarantor’s Obligor's expense, to assemble the Collateral at a place or places designated by notice in writing and the Guarantor Obligor agrees to so assemble the Collateral;
Collateral immediately upon receipt of such notice; (b) require the GuarantorObligor, by notice in writing, to disclose to the Bond Trustee Secured Creditor the location or locations of the Collateral and the Guarantor Obligor agrees to promptly make such disclosure when so required;
; (c) repair, process, modify, complete or otherwise deal with the Collateral and prepare for the disposition of the Collateral, whether on the premises of the Guarantor Obligor or otherwise;
; (d) redeem any prior security interest against any Collateral, procure the transfer of such security interest to itself, or settle and pass the accounts of the prior mortgagee, chargee or encumbrancer (any accounts to be conclusive and binding on the Obligor); (e) pay any liability secured by any lien against any Collateral (the Obligor will immediately on demand reimburse the Secured Creditor for all such payments); (f) carry on all or any part of the business of the Guarantor Obligor and, to the exclusion of all others including the GuarantorObligor, enter upon, occupy and use all or any of the premises, buildings, and other property of or used by the Guarantor Obligor for such time as the Bond Trustee Secured Creditor sees fit, free of charge, and the Bond Trustee shall Secured Creditor is not be liable to the Guarantor Obligor for any act, omission or negligence in so doing or for any rent, charges, depreciation or damages incurred in connection with or resulting from such action;
(e) exercise all voting rights attached to the Pledged Securities (whether or not registered in the name of the Bond Trustee or its nominee) and give or withhold all consents, waivers and ratifications in respect thereof, collect and receive dividends and other distributions relating thereto and otherwise act with respect thereto as though it were the absolute owner thereof;
(f) deal with any security entitlements, securities accounts and securities intermediaries holding security entitlements as if it were the entitlement holder thereof including making such entitlement orders as it deems appropriate and instructing any such securities intermediary to transfer the securities accounts held in any Controlled Securities Accounts into an account in the name of the Bond Trustee or as it may direct;
(g) exercise any and all rights of redemption, conversion, exchange, sale, 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 thereof, or upon the exercise by any issuer of any right, privilege or option pertaining to any of the Pledged Securities, and in connection therewith, to deposit and deliver or direct the sale or other disposition of any of the Pledged Securities with any committee, depositary, Securities Intermediary, clearing house, 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;
(h) borrow for the purpose of carrying on the business of the Guarantor or for the maintenance, preservation or protection of the Collateral and mortgage, grant or charge a security interest in the Collateral, whether or not in priority to the Security, to secure repayment; and
(i) commence, continue or defend any judicial or administrative proceedings for the purpose of protecting, seizing, collecting, realizing or obtaining possession or payment of the Collateral, and give good and valid receipts and discharges in respect of the Collateral and compromise or give time for the payment or performance of all or any part of the accounts or any other obligation of any third party to the Guarantor.
(2) The Bond Trustee shall have the power to insure against any liabilities or obligations arising:
(a) as a result of the Bond Trustee acting or failing to act in a certain way (other than which may arise from its negligence or wilful default or that of its officers or employees);
(b) as a result of any act or failure to act by any person or persons to whom the Bond Trustee has delegated any of its trusts, rights, powers, duties, authorities or discretions, or appointed as its agent (other than which may arise from such person’s negligence, fraud and/or wilful default);
(c) in connection with the Collateral; or
(d) in connection with or arising from the enforcement of the Security created by or pursuant to this Agreement. The Bond Trustee shall not be under any obligation to insure in respect of such liabilities and/or obligations or to require any other person to maintain insurance, but to the extent that it does so, the Guarantor shall quarterly and on written request pay all insurance premiums and expenses which the Bond Trustee may properly incur in relation to such insurance. If the Guarantor fails to pay such premiums or expenses or to reimburse the Bond Trustee therefor, the Bond Trustee shall be entitled to be indemnified out of the Collateral in respect thereof and, where a Guarantor Acceleration Notice has been served, the indemnification of the Bond Trustee in respect of all such insurance premiums and expenses shall be payable in priority to payments to the Holders of the Covered Bonds and all other Secured Creditors and otherwise in accordance with this Agreement.
Appears in 1 contract
