Collateral Management. The Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any further consent from any Lender, from time to time prior to an Event of Default, to take any action with respect to the collateral or the Security Documents which may be necessary (i) to perfect and maintain perfected the security interest in and liens upon the collateral granted pursuant to the Security Documents; and (ii) to release portions of the collateral from the security interests and liens imposed by the Security Documents in connection with any dispositions of such portions of the collateral permitted hereby. In the event that the Company or the Guarantors desire to sell or otherwise dispose of any assets and such sale or disposition is permitted hereby, the Agent shall, upon timely notice from the Company, release such portions of the collateral from the security interests and liens imposed by the Security Documents as may be specified by the Company or the Guarantors in order for the Borrower or the Guarantors to consummate such proposed sale or disposition, provided that at or prior to the time of such proposed sale or disposition no Unmatured Event or Event of Default shall have occurred and be continuing, including, without limitation, any Unmatured Event or Event of Default that would arise upon consummation of such sale or disposition. For purposes of the preceding sentence, the Company shall give timely notice if, not less than two Business Days prior to the date of such proposed sale or disposition, it shall furnish to the Agent an officers' certificate setting forth in reasonable detail the circumstances of such proposed sale or disposition.
Collateral Management. Section 14.01 Designation of the Collateral Manager 186 Section 14.02 Duties of the Collateral Manager 186 Section 14.03 Authorization of the Collateral Manager 188 Section 14.04 Separateness Provisions of the Borrower 189 Section 14.05 Compensation 189 Section 14.06 Expenses; Indemnification 189 Section 14.07 The Collateral Manager Not to Resign; Assignment 190 Section 14.08 Appointment of Successor Collateral Manager 190 Section 15.01 Designation of Collateral Administrator 192 Section 15.02 Certain Duties and Powers 192 Section 15.03 Certain Rights of Collateral Administrator 195 Section 15.04 Compensation and Reimbursement of Collateral Administrator 197 Section 15.05 Resignation and Removal; Appointment of Successor 198 Section 15.06 Acceptance and Appointment by Successor 199 Section 15.07 Merger, Conversion, Consolidation or Succession to Business of Collateral Administrator 199 Section 15.08 Certain Duties of Collateral Administrator Related to Delayed Payment of Proceeds 199
Collateral Management. If the AIF carries out OTC transactions, it may be exposed to risks in connection with the cre- ditworthiness of the OTC counterparties since, when it concludes forward contracts, options and swap transactions or uses other derivatives-based techniques, the AIF runs the risk of an OTC counterparty failing to meet its obligations under one or more contracts. This counterparty risk may be reduced if collateral is furnished. Where collateral is provided to the AIF under the ap- plicable legislation or the terms of a contract, it is held in safekeeping for the account of the AIF by or on behalf of the Depositary. Cases of insolvency or other credit default events affecting the Depositary or entities within its sub-depositary / correspondent bank network can result in the AIF's rights and entitlements in respect of the collateral being deferred or restricted in some other manner. Where the applicable legislation or the terms of a contract require the AIF to furnish the OTC counterparty with collateral, that collateral shall be transferred to the OTC coun- terparty as agreed between the AIF and the OTC counterparty. Cases of insolvency or other credit default events affecting the OTC counterparty, the Depositary or entities within its sub- depositary or correspondent bank network can result in the rights or the recognition of the AIF in respect of the collateral being delayed, restricted or even excluded, in which case the AIF would be compelled to meet its obligations under the OTC transaction without recourse to any collateral initially furnished to cover those obligations.
Collateral Management. The Agent is hereby authorized on behalf of all the Lenders, without the necessity of any further consent from any Lender, from time to time prior to a Default, to take any action with respect to the Collateral or the Collateral Documents which may be necessary (i) to perfect and maintain perfected the security interest in and liens upon the Collateral granted pursuant to the Collateral Documents; and (ii) to release portions of the Collateral from the security interests and liens imposed by the Collateral Documents in connection with any dispositions of such portions of the Collateral permitted by this Agreement. In the event that the Company desires to sell or otherwise dispose of any assets and such sale or disposition is permitted by this Agreement, the Agent shall, upon timely notice from the Company and the payment to the Agent of the Net Cash Proceeds of such sale or disposition to the extent required under this Agreement, release such portions of the Collateral from the security interests and liens imposed by the Collateral Documents as may be specified by the Company in order for the Company or its Subsidiaries to consummate such proposed sale or disposition, provided that at or prior to the time of such proposed sale or disposition no Default or Unmatured Default shall have occurred and be continuing, including, without limitation, any Unmatured Default or Default that would arise upon consummation of such sale or disposition. For purposes of the preceding sentence, the Company shall give timely notice to the Agent of such sale or disposition, not less than ten Business Days prior to the date of such proposed sale or disposition. If such sale or disposition would cause a prepayment under this Agreement, the Company shall furnish to the Agent an Officers' Certificate setting forth in reasonable detail the circumstances of such proposed sale or disposition (including a description of the Collateral to be sold or otherwise disposed of, the consideration (if any) to be received and such information as may be required regarding compliance with the relevant provisions of this Agreement, including the amount of any required prepayment hereunder and (if relevant) the approval of the price of such sale as to the fair market value). The Lenders hereby empower and authorize the Agent to execute and deliver to the Borrowers on their behalf the Collateral Documents and all related financing statements and any financing statements, agreements, documents or ins...
Collateral Management. (a) Until the occurrence and continuance of an Event of Default, Borrower shall:
(i) be entitled to receive and retain Distributions from its Subsidiaries, provided that Borrower shall deposit all Distributions received from its Subsidiaries in a separate deposit account maintained at Bank into which no other funds shall be deposited (the “Distribution Account”);
(ii) have access to the Distribution Account and may use the funds therein in the ordinary course of its business as conducted on the date hereof; and
(iii) be entitled to exercise any voting rights with respect to the Equity Interests in Borrower’s Subsidiaries and to give consents, waivers and ratifications in respect thereof, provided that no vote shall be cast or consent, waiver or ratification given or action taken which would be inconsistent with any of the terms of this Agreement or which would constitute or create any violation of any of such terms.
(b) Following the occurrence and during the continuance of an Event of Default, Borrower acknowledges and agrees that:
(i) all of Borrower’s rights under Section 4.3(b) shall immediately and automatically terminate without Bank’s need to take any further action or give Borrower any notice; and
(ii) Bank may block Borrower’s and any other Person’s access to the Distribution Account, and Bank may apply the funds therein to the Obligations in accordance with this Agreement.
(c) Effective only upon the occurrence and during the continuance of an Event of Default, Borrower hereby irrevocably appoints Bank (and any of Bank’s designated officers, or employees) as Borrower’s true and lawful attorney to direct Borrower’s Subsidiaries to make any Distributions that the Subsidiaries are entitled to make under applicable Law to the Distribution Account. The foregoing appointment of Bank as Borrower’s attorney in fact, and each and every one of Bank’s rights and powers in this clause (d), being coupled with an interest, are irrevocable until all of the Obligations have been fully repaid and performed and Bank’s obligation to make Term Loans hereunder is terminated.
Collateral Management. 133 Section 6.1. Designation of the Collateral Manager. ........................................... 133 Section 6.2. Duties of the Collateral Manager. .................................................... 133 Section 6.3. Authorization of the Collateral Manager. ........................................ 135 Section 6.4. Collection of Payments; Accounts................................................... 135 Section 6.5. Realization Upon Defaulted Obligations. ........................................ 137 Section 6.6. [Reserved]. ....................................................................................... 137 Section 6.7. Payment of Certain Expenses by Collateral Manager. .................... 137 Section 6.8. Reports. ............................................................................................ 137 Section 6.9. Annual Statement as to Compliance. ............................................... 139 Section 6.10. The Collateral Manager Not to Resign. ........................................... 139 Section 6.11. Collateral Manager Defaults. ........................................................... 139 ARTICLE VII.
Collateral Management. Section 14.01 Designation of the Collateral Manager 173171 Section 14.02 Duties of the Collateral Manager 173171
Collateral Management. 1) The Company shall be operated with the sole aim of maximizing the expected proceeds of the Claims, after taking into account costs (including a reasonable expected return on such costs given recovery risks) and achieving the majority of recoveries within three (3) years of the date hereof or as otherwise extended, and, except as otherwise agreed by the Operating Committee, shall ensure that the proceeds of the Credit Facilities are used for such purposes or otherwise in compliance with the terms of the New Money Loan Agreement and the HHI Loan Agreement.
2) The following administration and management structure and rights in respect of the Company shall be effective for the period beginning on the date hereof until the date on which the "Obligations" (as defined in the New Money Loan Agreement and the HHI Loan Agreement, as applicable) under the Credit Facilities (other than un-asserted contingent obligations) are paid in full by MSP, the Company and/or their Affiliates under each of the New Money Loan Agreement and HHI Loan Agreement (such date being referred to as the “Credit Facilities Payoff”).
a) The Company shall be governed by the manager pursuant to, and in accordance with, the terms of the Operating Agreement, which manager shall be directed by a three (3) person operating committee (the “Operating Committee”). Hxxxx shall have the right to appoint one (1) representative to the Operating Committee. MSP shall have the right to appoint one (1) representative to the Operating Committee. The third representative of the Operating Committee shall be an Independent Representative appointed jointly by Hxxxx and MSP. The parties have agreed that the initial Independent Representative shall be the candidate set out in Schedule C, subject to negotiation of economic terms with the Independent Representative that are acceptable to Hxxxx (it being understood and agreed that any such fees and expenses of the Independent Representative shall be for the account of Hxxxx). Solely upon the occurrence of an Event of Default as set forth in Sections 9.1(a), 9.1(b), 9.1(g), 9.1(h) and 9.1(l) of the New Money Loan Agreement or Sections 9.1(a), 9.1(b), 9.1(g), 9.1(h) and 9.1(l) of HHI Loan Agreement, the Company shall effect the Specified Governance.
b) Each of MSP, Hxxxx and the Company shall cause each individual designated pursuant to Section 2(a) to be nominated to serve as a representative on the Operating Committee, and to take all other necessary actions to ensu...
Collateral Management. If the UCITS or the sub-fund conducts OTC transactions, this may expose it to risks in conjunction with the creditworthi- ness of the OTC counterparties: when concluding futures contracts, options and swap transactions, or using other deriv- ative methods, the UCITS or the sub-fund is subject to the risk of an OTC counterparty failing (or being unable) to fulfil its obligations arising out of a specific contract or several contracts. The counterparty risk may be reduced by the deposition of a security. If the UCITS or the sub-fund owes a security in accordance with applicable agreements, this shall be held for safekeeping by the or for the Custodian on behalf of the respective sub-fund. Incidents of bankruptcy and insolvency or other credit default events at the Custodian or within its sub-custodians or network of correspondence banks may cause the rights of the UCITS in conjunction with the security to be shifted or limited in another manner. If the UCITS or the sub-fund owes the OTC counterparty a security in accordance with the applicable agreements, a security of this na- ture must be assigned, as agreed between the UCITS and the OTC counterparty, to the OTC counterparty. Cases of bankruptcy and insolvency or other credit default events affecting the OTC counterparty, the Custodian or within its net- work of sub-custodians or correspondence banks may cause the rights or the recognition of the UCITS to be delayed, restricted or even excluded in respect of the security, thus obliging the UCITS to fulfil its obligations within the framework of the OTC transaction irrespective of any possible securities that were provided to cover an obligation of this nature. The deterioration in the solvency or indeed the bankruptcy of an issuer may result in at least a partial loss for the assets. The risk consists of the fact that the fulfilment of transactions that are concluded for the account of the assets are jeop- ardised by liquidity difficulties or the bankruptcy of the corresponding counterparty. Inflation can reduce the value of the investments of the assets. The purchasing power of the invested capital sinks if the inflation rate is higher than the returns generated by the investments. This is the risk of price losses brought about by a failure to take proper or correct account of economic developments at the time of the investment decision, resulting in investments being made in securities at the wrong time, or in securities being held during an unfavourable...
