Administration of Collateral. (a) The Indenture Trustee shall as promptly as practicable notify the Noteholders, each Series Enhancer, each Hedge Counterparty and the Administrative Agent of any Manager Default of which a Responsible Officer has actual knowledge. If a Manager Default shall have occurred and then be continuing, the Indenture Trustee, at the written direction of the Requisite Global Majority, shall deliver to the Manager (with a copy to the Administrative Agent, each Series Enhancer, each Hedge Counterparty and each Rating Agency) a Manager Termination Notice terminating the Manager of its responsibilities in accordance with the terms of the Management Agreement. Pursuant to the Administration Agreement, the Administrative Agent shall seek to appoint a replacement Manager acceptable to the Requisite Global Majority. If the Administrative Agent is unable to locate and qualify a replacement Manager acceptable to the Requisite Global Majority within sixty (60) days after the date of delivery of the Manager Termination Notice, then the Indenture Trustee may (and shall, upon the direction of the Requisite Global Majority) appoint, or petition a court of competent jurisdiction to appoint, a company acceptable to the Requisite Global Majority, having a net worth of not less than $5,000,000 and whose regular business includes equipment leasing or servicing, as the successor to the Manager of all or any part of the responsibilities, duties or liabilities of the Manager under the Management Agreement and the other Transaction Documents to which it is a party. The Manager shall continue to fulfill its duties and responsibilities as Manager until such time as its replacement is appointed and has assumed such responsibilities. The replaced Manager shall not be entitled to receive any compensation for any period after the effective date of such replacement, but shall be entitled to receive compensation for services rendered through the effective date of such replacement except to the extent that it is unable to fulfill such duties pending the appointment of a replacement Manager. If the Manager is unable to fulfill such duties pending the appointment of a replacement Manager, the Administrative Agent shall take such actions, which it is reasonably capable of performing and as the Requisite Global Majority shall direct to aid in the transition of the Manager; provided, however, that no provisions of this Indenture or the Administration Agreement shall require the Administrative Agent t...
Administration of Collateral. The following provisions shall govern the administration of the Collateral:
(a) So long as no Event of Default shall have occurred:
(i) The Borrower shall be entitled to exercise any and all voting and other consensual rights pertaining to the Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Note; provided, however, that the Borrower shall not exercise or refrain from exercising any such right if, in the Pledgeholder's judgment, such action or inaction would have a material adverse effect on the value of the Collateral or any part thereof; and provided, further, that the Borrower shall give the Pledgeholder at least five (5) days' written notice of the manner in which he intends to exercise, and the reasons therefor, or the reasons for refraining from exercising, any such right.
(ii) The Borrower shall be entitled to receive all cash dividends and other cash distributions paid or payable with respect to any of the Collateral. Any and all instruments and other property (other than cash or checks) received, receivable or otherwise distributed in respect of, or in exchange for, any Collateral, shall be, and shall be forthwith delivered to the Pledgeholder to hold as Collateral and shall, if received by the Borrower, be received in trust for the benefit of the Pledgeholder, be segregated from the other property or funds of Borrower, and be forthwith delivered to the Pledgeholder as Collateral in the same form as so received (with any necessary indorsement).
(b) If an Event of Default has occurred:
(i) All rights of Borrower to exercise the voting and other consensual rights which he would otherwise be entitled to exercise pursuant to Section 5.3(a)(i) and to receive the dividends which he would otherwise be authorized to receive and retain pursuant to Section 5.3(a)(ii) shall cease, and all such rights shall, upon notice by the Pledgeholder to Borrower, become vested in the Pledgeholder who shall thereupon have the sole right to exercise such voting and other consensual rights and the sole right to receive and hold as Collateral such dividends (and to the extent permissible, apply them to the Obligations of the Borrower); and
(ii) All dividends which are received by the Borrower contrary to the provisions of paragraph (i) of this Section 5.3(b) shall be received in trust for the benefit of the Pledgeholder, shall be segregated from other funds of the Borrower and shall be forthwith paid over to the Pledgeh...
Administration of Collateral. Section 12.01. Initial Deposit of Notes 107 Section 12.02. Establishment of Collateral Account 107 Section 12.03. Treatment as Financial Assets 108 Section 12.04. Sole Control by Collateral Agent 108 Section 12.05. Jurisdiction 108 Section 12.06. No Other Claims 108 Section 12.07. Investment and Release 108 Section 12.08. Statements and Confirmations 108 Section 12.09. Reserved 109 Section 12.10. No Other Agreements 109 Section 12.11. Powers Coupled with an Interest 109 Section 12.12. Waiver of Lien; Waiver of Set-off 109 Section 13.01. Rights and Remedies of the Collateral Agent 109
Administration of Collateral. The Agent hereby acknowledges the appointment by the Issuer of the Administrator and the Manager to service and administer the Collateral in accordance with the provisions of the Administration Agreement and the Management Agreement and agrees to provide the Administrator and the Manager with such documentation, and to take all such actions, as the Administrator and the Manager may reasonably request in accordance with the provisions of the Administration Agreement and the Management Agreement.
Administration of Collateral. Section 12.01.
Administration of Collateral. (i) Each Secured Party (acting through the Trustee or its applicable Additional Authorized Representative, as applicable) hereby appoints the Collateral Trustee to serve as Collateral Trustee and agent hereunder on the terms and conditions set forth herein. Subject to, and in accordance with, this Agreement, the Collateral Trustee will serve as Collateral Trustee hereunder, for the benefit solely and exclusively of the present and future Secured Parties, and, subject to the Intercreditor Agreement and the Indenture, as applicable:
(A) will accept, enter into, hold, maintain, administer and may (but shall not be obligated to) enforce all Security Documents, including all Collateral subject thereto, and all Transaction Liens created thereunder, perform its obligations under the Security Documents and protect, and may (but shall not be obligated to) exercise and enforce the interests, rights, powers and remedies granted or available to it under, pursuant to or in connection with the Security Documents;
(B) will take all lawful and commercially reasonable actions permitted under the Intercreditor Agreement and the Security Documents that it may deem reasonably necessary to protect or preserve its interest in the Collateral subject thereto and such interests, rights, powers and remedies;
(C) will deliver and receive notices pursuant to the Intercreditor Agreement and the Security Documents;
(D) may (but shall not be obligated to) sell, assign, collect, assemble, foreclose on, institute legal proceedings with respect to, or otherwise exercise or enforce the rights and remedies of a secured party (including a mortgagee, trust deed beneficiary and insurance beneficiary or loss payee) with respect to the Collateral under the Security Documents and its other interests, rights, powers and remedies;
(E) will remit as provided in Section 4(d) all cash proceeds received by the Collateral Trustee from the collection, foreclosure or enforcement of its interest in the Collateral under the Security Documents or any of its other interests, rights, powers or remedies;
(F) will execute and deliver amendments to this Agreement and the Security Documents as from time to time authorized pursuant to Section 8 accompanied by an Officer’s Certificate and an opinion of counsel to the effect that the amendment was permitted under Section 8; and
(G) will release or subordinate any Transaction Lien granted to it by any Security Document upon any Collateral if and as required by Section ...
Administration of Collateral. Section 12.01. Initial Deposit of Notes 100 Section 12.02. Establishment of Collateral Account 101 Section 12.03. Treatment as Financial Assets 101 Section 12.04. Sole Control by Collateral Agent 101 Section 12.05. Jurisdiction 102 Section 12.06. No Other Claims 102 Section 12.07. Investment and Release 102 Section 12.08. Statements and Confirmations 102 Section 12.09. Tax Allocations 102 Section 12.10. No Other Agreements 103 Section 12.11. Powers Coupled with an Interest 103 Section 12.12. Waiver of Lien; Waiver of Set-off 103 Section 13.01. Rights and Remedies of the Collateral Agent 103 Section 14.01. Representations and Warranties 104 Section 14.02. Covenants 105 Section 15.01. Appointment, Powers and Immunities 105 Section 15.02. Instructions of the Company 107 Section 15.03. Reliance by Collateral Agent, Custodial Agent and Securities Intermediary 107 Section 15.04. Certain Rights 107 Section 15.05. Merger, Conversion, Consolidation or Succession to Business 108 Section 15.06. Rights in Other Capacities 108 Section 15.07. Non-reliance on the Collateral Agent, Custodial Agent And Securities Intermediary 108 Section 15.08. Compensation and Indemnity 109 Section 15.09. Failure to Act 109 Section 15.10. Resignation of Collateral Agent, the Custodial Agent and the Securities Intermediary 110 Section 15.11. Right to Appoint Agent or Advisor 111 Section 15.12. Survival 111 Section 15.13. Exculpation 111 Section 15.14. Expenses, Etc. 112 Section 15.15. Force Majeure 112
Administration of Collateral. The provisions set forth below shall govern the administration of the Collateral:
Administration of Collateral. So long as no Event of Default shall have occurred and be continuing, Pledgor may (to the extent not inconsistent with the provisions of the Loan Documents or the ESOP Loan Documents) (i) sell, transfer or dispose of any asset owned by it or (ii) collect or compromise Accounts and General Intangibles in the ordinary course of business in any lawful manner.
Administration of Collateral. Each of the Secured Parties hereby acknowledges and agrees that the Administrative Agent shall administer the Collateral in the manner contemplated by this Agreement and the Security Documents and the Administrative Agent shall exercise such rights and remedies with respect to the Collateral as are granted to it under the Security Documents in each case, to the maximum extent permitted under Requirement of Law. No Secured Party and no class or classes of Secured Parties shall have any right (a) to direct the Administrative Agent to take any action in respect of the Collateral other than as provided in this Agreement or the Credit Agreement or (b) to take any action with respect to the Collateral (i) independently of the Administrative Agent or (ii) other than to direct the Administrative Agent to take action in accordance with this Agreement or the Credit Agreement, to the maximum extent permitted under Requirements of Law.
