Collateral Maintenance and Administration Clause Samples
POPULAR SAMPLE Copied 1 times
Collateral Maintenance and Administration. (a) The Shares shall have been credited to the Custodian by DTC and credited by the Custodian to the Collateral Account. The Pledgor shall maintain the security interest created by this Agreement as a perfected first priority security interest and shall defend such security interest and priority against the claims and demands of all persons.
(b) On and after the date hereof, all dividends and other distributions on the Stock Collateral, including, without limitation, all cash and non-cash proceeds described in Section 2(c), shall be credited to the Collateral Account if any such amounts or property shall be received by the Pledgor, Pledgor shall immediately cause such amounts and property to be deposited in the Collateral Account.
(c) Unless an Event of Default has occurred and is continuing, any dividends and other distributions on the Stock Collateral at the time credited to the Collateral Accounts may, upon written request of the Pledgor to the Lender, be released from the Collateral Account and applied to the prepayment of the Note (including payment of any accrued and unpaid interest).
(d) Any delivery by the Pledgor of securities as Collateral shall be effected (A) in the case of shares or other securities in respect of which security entitlements are held by the Pledgor through a securities intermediary (including, without limitation, the Custodian), by the crediting of such shares or other securities, accompanied by any required transfer tax stamps, to a securities account of the Custodian at such securities intermediary, or, at the option of the Custodian at another securities intermediary satisfactory to the Custodian and the crediting by the Custodian of such securities to the Collateral Account or (B) by complying with such alternative delivery instructions as the Lender or Custodian shall provide to the Pledgor in writing.
(e) Upon demand, but in no event no later than 10 Business Days after such demand, the Pledgor shall pay to the Lender the amount of any taxes that the Lender may be required to pay by reason of the security interest granted herein or to free any Collateral from any other lien thereon.
(f) At all times prior to the foreclosure of any Shares by the Lender pursuant to Section 7 of this Agreement, and unless an Event of Default has occurred and is continuing, the Borrower shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the Stock Collateral for all purposes not inconsistent wit...
Collateral Maintenance and Administration. (a) The parties hereto agree that at all times prior to an exercise of remedies hereunder, Pledgor shall be treated as the owner of the Collateral for U.S. Federal and state tax purposes.
(b) Unless an Indemnification Trigger Event (as defined below) has occurred and is continuing, subject to the Standstill (as defined below), (i) Secured Party shall not have the right to rehypothecate, use, borrow, lend, pledge or sell the Collateral Shares or give any entitlement orders or instructions with respect to the Collateral, except with Pledgor’s consent, and (ii) subject to the FSC Voting Agreement, Pledgor shall retain all voting rights with respect the Collateral Shares.
Collateral Maintenance and Administration. (a) Promptly upon written demand of Secured Party, Pledgor shall pay or cause to pay to Secured Party the amount of any Taxes that Secured Party may be required to pay with respect to the Collateral by reason of the security interest granted herein (including but not limited to any Taxes with respect to (x) income earned with respect to the Collateral or (y) any proceeds or income from the sale, loan or other transfer of any Collateral) or to free any Collateral from any Lien thereon. For the avoidance of doubt, this provision does not apply to Taxes imposed on Secured Party in its capacity as beneficial owner of any assets formerly held as Collateral should Secured Party acquire such assets from Pledgor. Pledgor shall indemnify and hold harmless Secured Party with respect to any Taxes to which this provision applies.
(b) Unless an Event of Default has occurred and is continuing, Secured Party shall not have the right to rehypothecate, use, borrow, lend, pledge or sell the Collateral.
(c) At all times prior to an exercise of remedies hereunder during the existence of an Event of Default, Pledgor shall be entitled to exercise voting and other rights with respect to the Collateral.
(d) The parties hereto agree that at all times prior to the sale of any Collateral pursuant to an exercise of remedies hereunder, Pledgor shall be treated as the owner of the Collateral for U.S. federal, state and local tax purposes.
Collateral Maintenance and Administration. (a) Promptly upon written demand of Secured Party, Pledgor shall pay to Secured Party the amount of any Taxes that Secured Party may be required to pay with respect to the Collateral by reason of the security interest granted herein (including but not limited to any Taxes with respect to (x) income earned with respect to the Collateral or (y) any proceeds or income from the sale, loan or other transfer of any Collateral) or to free any Collateral from any Lien thereon (other than Permitted Liens, unless the Collateral is being freed from a Permitted Lien described in clause (a) of the definition thereof in connection with foreclosure on the Collateral). For the avoidance of doubt, this provision does not apply to Taxes imposed on Secured Party in its capacity as beneficial owner of any assets formerly held as Collateral should Secured Party acquire such assets from Pledgor.
(b) Unless an Event of Default has occurred and is continuing, Secured Party shall not have the right to rehypothecate, use, borrow, lend, pledge or sell the Relevant Collateral Shares, except as contemplated by the Margin Loan Documentation or with Pledgor’s consent.
(c) At all times prior to the sale of any Relevant Collateral Shares pursuant to an exercise of remedies hereunder, subject to Section 6.11 of the Loan Agreement, Pledgor shall be entitled to exercise voting rights with respect to the Relevant Collateral Shares.
(d) The parties hereto agree that at all times prior to the sale of any Collateral pursuant to an exercise of remedies hereunder, Pledgor shall be treated as the owner of the Collateral for U.S. federal, state and local tax purposes.
Collateral Maintenance and Administration. (a) Secured Party is entitled to withhold any and all present or future taxes, levies, imposts, duties, charges, assessments or fees of any nature (including interest, penalties and additions thereto) that are imposed by any government or other taxing authority in respect thereof (“Taxes”) required to be withheld by applicable law, including but not limited to required withholding in the absence of proper tax documentation establishing a complete exemption from withholding, on payments to, or proceeds and payments realized from, the Collateral. Subject to the terms of Confirmation, promptly upon written demand of Secured Party, Grantor shall pay to and indemnify Secured Party (including, for the purposes of this paragraph, any of its Affiliates) against the amount of any Taxes that Secured Party may be required to pay with respect to the Collateral by reason of the security interest granted herein (including but not limited to any Taxes with respect to (x) income earned or distribution with respect to the Collateral (unless such income is earned and properly attributed to the periods during which such Collateral is no longer beneficially owned by Grantor), (y) any proceeds or income from the sale, loan or other transfer of any Collateral upon the occurrence and during the continuance of an Event of Default with respect to Grantor as the Defaulting Party or at the direction of Grantor or to free any Collateral from any Lien thereon (other than Permitted Liens) or (z) payments of dividends, interest or other distributions into the Collateral Account under the pledge (including Taxes under 871(m) of the Code or other similar provision of any tax law of any applicable jurisdiction)). For the avoidance of doubt, any such applicable Taxes shall not be an “Indemnifiable Tax” for purposes of Section 14 of the Master Agreement and, accordingly, for the avoidance of doubt, any proceeds or other amounts paid or credited to Grantor shall be net of any such applicable Taxes. Notwithstanding anything to the contrary elsewhere in the Confirmation or herein (but, for the avoidance of doubt, without duplication, without impairment to Secured Party’s ability to make adjustments, or receive any amounts owed to it, under the Master Confirmation or any Confirmation with respect to any distributions on a gross basis), all payments and all deliveries of Collateral, or income or distributions in respect of Collateral or otherwise paid into the Collateral Account pursuant to this ...
Collateral Maintenance and Administration. (a) Upon written demand of Secured Party, accompanied by reasonable backup documentation (which, in the case of any request for reimbursement of taxes previously paid by Secured Party, will include evidence of the payment of such taxes to the applicable Governmental Authority), Pledgor shall pay to Secured Party the amount of any Taxes that Secured Party may be required to pay by reason of the security interest granted herein or to free any Collateral from any Lien thereon (other than Permitted Liens).
(b) At all times prior to an Event of Default, Pledgor shall have the right to exercise all voting powers. After the occurrence and during the continuance of an Event of Default and written notice by Secured Party to Pledgor or of exercise of its rights under this Section 3(b), the right to vote any Collateral shall be vested exclusively in Secured Party. To this end, Pledgor hereby irrevocably constitutes and appoints Secured Party the proxy and attorney-in-fact of Pledgor, with full power of substitution, to vote, and to act with respect to, any and all Collateral standing in the name of Pledgor or with respect to which Pledgor is entitled to vote and act; provided that such proxy may only be exercised after the occurrence of an Event of Default. The proxy and appointment as attorney-in-fact herein granted is coupled with an interest, is irrevocable, and shall continue until the Secured Obligations have been paid and performed in full.
(c) The parties hereto agree that at all times prior to the exercise of remedies pursuant to Section 9 hereof following an Event of Default, Pledgor or, in the event Pledgor is a disregarded entity for U.S. federal income tax purposes, Pledgor’s regarded direct or indirect owner, shall be treated as the owner of the Collateral for all Tax purposes.
Collateral Maintenance and Administration. (a) Prior to Closing, Pledgor shall use commercially reasonable efforts (i) to appoint Custodian to hold all the Collateral, subject to a custody agreement reasonably acceptable to each Secured Party (it being understood that the Custodian’s standard form of custody agreement shall be deemed reasonably acceptable) (the “Custody Agreement”), (ii) to establish the Collateral Account on the books of Custodian and (iii) to enter into a Control Agreement in form and substance reasonably satisfactory to Collateral Agent.
(b) Promptly upon written demand of any Secured Party, Pledgor shall pay to such Secured Party the amount of any Taxes that such Secured Party may be required to pay with respect to the Collateral by reason of the security interest granted herein or to free any Collateral from any Lien thereon. Pledgor shall indemnify and hold harmless each Secured Party with respect to any Taxes to which this Section 3(b) applies.
(c) The parties hereto agree that at all times prior to the release of any Collateral to any Secured Party, Pledgor shall be treated as the owner of the Collateral for U.S. Federal and state tax purposes.
Collateral Maintenance and Administration. (a) On or before the Closing Date, the physical certificates evidencing the Initial Pledged Shares, together with possession and control thereof, shall have been transferred and delivered to the Administrative Agent on behalf of the Applicable Lenders and such control shall be maintained until the Dematerialization Date. From and after the Dematerialization Date, the Pledged Shares shall be held as contemplated by clause (E)(y) of Section 5(f) above and subject to the Issuer Agreement and, to the extent applicable, the Margin Loan Agreement. If at any time, any Pledged Shares (including security entitlements) shall have been credited to the Custodian’s accounts and credited to the Collateral Accounts, such Pledged Shares (and security entitlements) shall be credited to such Collateral Accounts ratably in accordance with each Applicable Lender’s Ratable Share of such Pledged Shares as of the date on which the crediting thereof occurs.
(b) On or before the Closing Date, the Collateral Account Control Agreements and the Issuer Agreement shall have been executed and delivered by all parties thereto.
(c) Any disposition or release of any Collateral shall be effected in accordance with the terms of the Margin Loan Agreement and this Security Agreement.
(d) The parties hereto agree that at all times prior to the sale of any Collateral pursuant to an exercise of remedies hereunder, the Pledgors shall be treated as the owners of the Collateral for U.S. federal and state tax purposes.