Delivery and Control of Security Collateral. (a) Any certificates or instruments representing or evidencing Security Collateral shall be delivered to and held by or on behalf of the Collateral Trustee pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Collateral Trustee. The Collateral Trustee shall have the right, at any time in its discretion and without notice to any Pledgor, to transfer to or to register in the name of the Collateral Trustee or any of its nominees any or all of the certificates and instruments representing or evidencing the Security Collateral, if any, subject only to the revocable rights specified in Section 9(a). In addition, the Collateral Trustee shall have the right at any time to exchange certificates or instruments representing or evidencing Security Collateral, if any, for certificates or instruments of smaller or larger denominations. (b) At such time as any Pledgor has or acquires any Security Collateral in which such Pledgor has any right, title or interest and that constitutes an “uncertificated security” (within the meaning of Article 8 of the UCC), such Pledgor will use its commercially reasonable efforts to cause the issuer thereof to agree in an authenticated record substantially in the form of Exhibit B with such Pledgor and the Collateral Trustee that such issuer will comply with instructions with respect to such security originated by the Collateral Trustee without further consent of such Pledgor, such authenticated record to be in form and substance satisfactory to such issuer and the Collateral Trustee. (c) With respect to any Pledged Equity in which any Pledgor has any right, title or interest and that is not a security (within the meanings of Article 8 and Article 9 of the UCC), such Pledgor will notify each such issuer of Pledged Equity that such Pledged Equity is subject to the security interest granted hereunder. (d) With respect to any Pledged Debt in which any Pledgor has any right, title or interest, the Pledgor will notify each such issuer of Pledged Debt that such Pledged Debt is subject to the security interest granted hereunder. (e) If, at any time, an issuer converts any Pledged Equity into a “security” within the meaning of Articles 8 and 9 of the UCC, the relevant Pledgor will either (i) use its commercially reasonable efforts to cause the issuer of such Pledged Equity to issue certificates or instruments evidencing or representing the Pledged Equity and deliver the originals of such certificates or instruments promptly to the Collateral Trustee (or as directed by the Collateral Trustee), and, if it or any Person other than the relevant Pledgor, receives any such certificates or instruments, shall promptly deliver or cause to be delivered to the Collateral Trustee, the originals of such certificates or instruments or (ii) if the security is an uncertificated security (within the meaning of Article 8 of the UCC), use its commercially reasonable efforts to cause the issuer of such Pledged Equity to enter into an Uncertificated Securities Control Agreement pursuant to clause (b) above. (f) At such time as any Pledgor has or acquires any Security Collateral in which such Pledgor has any right, title or interest and that is not a security (within the meaning of Article 8 of the UCC), such Pledgor agrees that the Collateral Trustee may file a financing statement in the relevant jurisdiction. (g) No Pledgor shall take or omit to take any action which would or could reasonably be expected to have the result of materially adversely affecting or impairing the Liens in favor of the Collateral Trustee and the holders of Parity Lien Obligations with respect to the Collateral.
Appears in 5 contracts
Samples: Indenture (Energy Future Intermediate Holding CO LLC), Pledge Agreement (EFIH Finance Inc.), Indenture (EFIH Finance Inc.)
Delivery and Control of Security Collateral. (ai) Any All certificates representing or evidencing the Pledged Interests and (ii) all instruments representing or evidencing indebtedness from time to time owed to any Grantor by Holdings, the Borrower or any of its Subsidiaries in an aggregate principal amount in excess of $7,500,000 (the “Pledged Debt” and, together with the Pledged Interests, the “Security Collateral Collateral”) shall be delivered to and held by or on behalf of the Collateral Trustee Administrative Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral TrusteeAdministrative Agent. The Collateral Trustee During the continuation of an Event of Default, the Administrative Agent shall have the right, at any time in its discretion and without notice to any PledgorGrantor, to (i) transfer to or to register in the name of the Collateral Trustee Administrative Agent or any of its nominees any or all of the certificates and instruments representing or evidencing the Security Collateral, if any, subject only to the revocable rights specified in Section 9(a11(a). In addition, the Collateral Trustee shall have the right at any time to (ii) exchange certificates or instruments representing or evidencing Security Collateral, if any, Collateral for certificates or instruments of smaller or larger denominations, and (iii) convert Financial Assets credited to any Securities Account to Security Collateral consisting of Financial Assets held directly by the Administrative Agent, and to convert Financial Assets held directly by the Administrative Agent to Security Collateral consisting of Financial Assets credited to any Securities Account.
(b) At such time as any Pledgor has or acquires Promptly upon the reasonable request of the Administrative Agent, with respect to any Security Collateral in which such Pledgor any Grantor has any right, title or interest and that constitutes an “uncertificated security” (within the meaning security of Article 8 of the UCC)a Subsidiary, such Pledgor Grantor will use its commercially reasonable efforts to cause the issuer thereof either (i) to register the Administrative Agent as the registered owner of such security or (ii) to agree in an authenticated record substantially in the form of Exhibit B with such Pledgor Grantor and the Collateral Trustee Administrative Agent that such issuer will comply with instructions with respect to such security originated by the Collateral Trustee Administrative Agent without further consent of such PledgorGrantor, such authenticated record to be in form and substance reasonably satisfactory to such issuer and the Collateral Trustee.
(c) With Administrative Agent. During the continuation of an Event of Default, with respect to any Pledged Equity Security Collateral in which any Pledgor Grantor has any right, title or interest and that is not a security (within an uncertificated security, promptly upon the meanings of Article 8 and Article 9 request of the UCC)Administrative Agent, such Pledgor Grantor will notify each such issuer of Pledged Equity Interests that such Pledged Equity Interests is subject to the security interest granted hereunder.
(dc) With respect to any Pledged Debt in which any Pledgor has any rightDuring the continuation of an Event of Default, title or interestpromptly upon the request of the Administrative Agent, the Pledgor such Grantor will notify each such issuer of Pledged Debt that such Pledged Debt is subject to the security interest granted hereunder.
(e) If, at any time, an issuer converts any Pledged Equity into a “security” within the meaning of Articles 8 and 9 of the UCC, the relevant Pledgor will either (i) use its commercially reasonable efforts to cause the issuer of such Pledged Equity to issue certificates or instruments evidencing or representing the Pledged Equity and deliver the originals of such certificates or instruments promptly to the Collateral Trustee (or as directed by the Collateral Trustee), and, if it or any Person other than the relevant Pledgor, receives any such certificates or instruments, shall promptly deliver or cause to be delivered to the Collateral Trustee, the originals of such certificates or instruments or (ii) if the security is an uncertificated security (within the meaning of Article 8 of the UCC), use its commercially reasonable efforts to cause the issuer of such Pledged Equity to enter into an Uncertificated Securities Control Agreement pursuant to clause (b) above.
(f) At such time as any Pledgor has or acquires any Security Collateral in which such Pledgor has any right, title or interest and that is not a security (within the meaning of Article 8 of the UCC), such Pledgor agrees that the Collateral Trustee may file a financing statement in the relevant jurisdiction.
(g) No Pledgor shall take or omit to take any action which would or could reasonably be expected to have the result of materially adversely affecting or impairing the Liens in favor of the Collateral Trustee and the holders of Parity Lien Obligations with respect to the Collateral.
Appears in 3 contracts
Samples: Credit Agreement, Security Agreement (Syniverse Holdings Inc), Credit Agreement (Syniverse Holdings Inc)
Delivery and Control of Security Collateral. (a) Any All certificates or instruments representing or evidencing Security Collateral shall be delivered to and held by or on behalf of the Collateral Trustee Administrative Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Collateral TrusteeAdministrative Agent. The Collateral Trustee Administrative Agent shall have the right, at any time in its discretion upon the occurrence and without during the continuance of a Specified Default and with notice thereafter to any PledgorGrantor, to transfer to or to register in the name of the Collateral Trustee Administrative Agent or any of its nominees any or all of the certificates and instruments representing or evidencing the Security Collateral, if any, subject only to the revocable rights specified in Section 9(a16(a) and any applicable laws, rules, regulations or orders relating to national security). In addition, the Collateral Trustee Administrative Agent shall have the right at any time upon the occurrence and during the continuance of a Specified Default to exchange certificates or instruments representing or evidencing Security Collateral, if any, Collateral for certificates or instruments of smaller or larger denominations.
(b) At such time as any Pledgor has or acquires With respect to any Security Collateral in which such Pledgor any Grantor has any right, title or interest and that constitutes an “uncertificated security” (within the meaning of Article 8 of the UCC), such Pledgor Grantor will use its commercially reasonable efforts to cause the issuer thereof thereof, upon the occurrence and during the continuance of a Specified Default, at the request of the Administrative Agent (except, if such security is in respect of the Equity Interests of a Subsidiary or a Joint Venture required to be pledged hereunder), either (i) to register the Administrative Agent as the registered owner of such security or (ii) to agree in an authenticated record substantially in the form of Exhibit B with such Pledgor Grantor and the Collateral Trustee Administrative Agent that such issuer will comply with instructions with respect to such security originated by the Collateral Trustee Administrative Agent without further consent of such PledgorGrantor, such authenticated record to be in form and substance satisfactory to the Administrative Agent; provided that such issuer and instructions (including any “Notice of Exclusive Control”) shall be withdrawn in the Collateral Trustee.
(c) event such Specified Default is no longer continuing. With respect to any Pledged Equity Security Collateral in which any Pledgor Grantor has any right, title or interest and that is not a security (within an uncertificated security, upon the meanings of Article 8 and Article 9 request of the UCC)Administrative Agent, upon the occurrence and during the continuance of a Specified Default such Pledgor Grantor will notify each such issuer of Pledged Equity Security Collateral that such Pledged Equity Security Collateral is subject to the security interest granted hereunder.
(dc) With respect to any Pledged Debt in which any Pledgor has any right, title or interest, the Pledgor will notify each such issuer of Pledged Debt that such Pledged Debt is subject to the security interest granted hereunder.
(e) If, at any time, an issuer converts any Pledged Equity into a “security” within the meaning of Articles 8 and 9 of the UCC, the relevant Pledgor will either (i) use its commercially reasonable efforts to cause the issuer of such Pledged Equity to issue certificates or instruments evidencing or representing the Pledged Equity and deliver the originals of such certificates or instruments promptly to the Collateral Trustee (or as directed by the Collateral Trustee), and, if it or any Person other than the relevant Pledgor, receives any such certificates or instruments, shall promptly deliver or cause to be delivered to the Collateral Trustee, the originals of such certificates or instruments or (ii) if the security is an uncertificated security (within the meaning of Article 8 of the UCC), use its commercially reasonable efforts to cause the issuer of such Pledged Equity to enter into an Uncertificated Securities Control Agreement pursuant to clause (b) above.
(f) At such time as any Pledgor has or acquires any Security Collateral in which such Pledgor any Grantor has any right, title or interest and that constitutes a security entitlement in which the Administrative Agent is not the entitlement holder, upon the occurrence and during the continuance of a Specified Default, at the request of the Administration Agent, such Grantor will cause the securities intermediary with respect to such security entitlement either (i) to identify in its records the Administrative Agent as the entitlement holder of such security entitlement against such securities intermediary or (ii) to agree in an authenticated record with such Grantor and the Administrative Agent that such securities intermediary will comply with entitlement orders (that is, notifications communicated to such securities intermediary directing transfer or redemption of the financial asset to which such Grantor has a security (within entitlement) originated by the meaning Administrative Agent without further consent of Article 8 of the UCC)such Grantor, such Pledgor agrees authenticated record to be in substantially the form of Exhibit B hereto or otherwise in form and substance satisfactory to the Administrative Agent (such agreement being a “Securities Account Control Agreement”); provided that the Collateral Trustee may file a financing statement such entitlement orders (including any “Notice of Exclusive Control”) shall be withdrawn in the relevant jurisdictionevent such Specified Default is no longer continuing.
(gd) No Pledgor shall take With respect to any Security Collateral in which any Grantor has any right, title or omit to take any action which would or could reasonably be expected to have interest and that constitutes a commodity contract, upon the result occurrence and during the continuation of materially adversely affecting or impairing a Specified Default, at the Liens in favor request of the Collateral Trustee and Administrative Agent, such Grantor shall cause the holders of Parity Lien Obligations commodity intermediary with respect to such commodity contract to agree in an authenticated record with such Grantor and the CollateralAdministrative agent that such commodity intermediary will apply any value distributed on account of such commodity contract as directed by the Administrative agent without further consent of such Grantor, such authenticated record to be in substantially the form of Exhibit C hereto or otherwise in form and substance satisfactory to the Administrative agent (such agreement being a “Commodity Account Control Agreement”, and all such authenticated records, together with all Securities Account Control Agreements being, collectively, “Security Control Agreements”); provided that such directions (including any “Notice of Exclusive Control”) shall be withdrawn in the event such Specified Default is no longer continuing.
(e) Each Grantor shall cause all Pledged Debt constituting intercompany debt and evidenced by intercompany promissory notes to be delivered to the Administrative Agent in accordance with Section 5(a).
Appears in 3 contracts
Samples: Credit Agreement (Alliant Techsystems Inc), Credit Agreement (Alliant Techsystems Inc), Credit Agreement (Alliant Techsystems Inc)
Delivery and Control of Security Collateral. (a) Any All certificates or instruments representing or evidencing Security Collateral (if certificated) shall be delivered to and held by or on behalf of the Administrative Agent (i) promptly (and in any event within 10 days after the Effective Date), in the case of any such Security Collateral Trustee owned by any Grantor on the date hereof and (ii) promptly (and in any event within 60 days after the date of acquisition thereof (or such longer time as the Administrative Agent may agree in its reasonable discretion)), in the case of such items acquired after the Effective Date, pursuant hereto to the terms of and to the extent required under the Credit Agreement and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral TrusteeAdministrative Agent; provided that no Grantor shall be required to deliver any instrument representing (x) Pledged Debt if the face amount of such Pledged Debt is less than $5,000,000, or (y) Pledged Debt other than indebtedness for borrowed money (whether by loan or the issuance and sale of debt securities) owed to a Grantor. The Collateral Trustee shall have After the right, at any time in its discretion occurrence and without notice to any Pledgor, to transfer to or to register in during the name continuance of the Collateral Trustee or any an Event of its nominees any or all of the certificates and instruments representing or evidencing the Security Collateral, if any, subject only to the revocable rights specified in Section 9(a). In additionDefault, the Collateral Trustee Administrative Agent shall have the right at any time to exchange certificates or instruments representing or evidencing Security Collateral, if any, Collateral for certificates or instruments of smaller or larger denominations.
(b) At such time as any Pledgor has or acquires any Security Collateral in which such Pledgor has any right, title or interest and that constitutes an “uncertificated security” (within Upon the meaning of Article 8 request of the UCC)Administrative Agent following the occurrence and during the continuance of an Event of Default, such Pledgor will use its commercially reasonable efforts to cause the issuer thereof to agree in an authenticated record substantially in the form of Exhibit B with such Pledgor and the Collateral Trustee that such issuer will comply with instructions with respect to such security originated by the Collateral Trustee without further consent of such Pledgor, such authenticated record to be in form and substance satisfactory to such issuer and the Collateral Trustee.
(c) With respect to any Pledged Equity in which any Pledgor has any right, title or interest and that is not a security (within the meanings of Article 8 and Article 9 of the UCC), such Pledgor each Grantor will notify each such issuer of Pledged Equity Security Collateral (other than any other Loan Party) granted by it hereunder that such Pledged Equity Security Collateral is subject to the security interest granted hereunder.
(dc) With respect to any Pledged Debt in which any Pledgor has any rightThe Administrative Agent, title or interest, the Pledgor will notify each such issuer of Pledged Debt that such Pledged Debt is subject to the security interest granted hereunder.
(e) If, at any time, an issuer converts any Pledged Equity into a “security” within the meaning of Articles 8 and 9 on behalf of the UCC, the relevant Pledgor will either (i) use its commercially reasonable efforts to cause the issuer of such Pledged Equity to issue certificates or instruments evidencing or representing the Pledged Equity and deliver the originals of such certificates or instruments promptly to the Collateral Trustee (or as directed by the Collateral Trustee), and, if it or any Person other than the relevant Pledgor, receives any such certificates or instrumentsSecured Parties, shall promptly deliver or cause have the right (in its sole and absolute discretion) to be delivered to hold the Collateral Trustee, the originals of such certificates or instruments or (ii) if the security is an uncertificated security (within the meaning of Article 8 of the UCC), use its commercially reasonable efforts to cause the issuer of such Pledged Equity to enter into an Uncertificated Securities Control Agreement pursuant to clause (b) above.
(f) At such time as any Pledgor has or acquires any Security Collateral in which such Pledgor has any rightits own name as pledgee, title the name of its nominee (as pledgee or interest and that is not a security (within as sub-agent) or the meaning of Article 8 name of the UCC)applicable Grantor, such Pledgor agrees that the Collateral Trustee may file a financing statement endorsed or assigned in the relevant jurisdiction.
(g) No Pledgor shall take blank or omit to take any action which would or could reasonably be expected to have the result of materially adversely affecting or impairing the Liens in favor of the Collateral Trustee Administrative Agent, in each case, if an Event of Default shall occur and be continuing and the holders Administrative Agent shall give the Company prior written notice of Parity Lien Obligations its intent to exercise such rights, and thereafter each Grantor will promptly give to the Administrative Agent copies of any notices or other communications received by it with respect to Security Collateral registered in the Collateralname of such Grantor.
Appears in 3 contracts
Samples: Security Agreement (MSGE Spinco, Inc.), Security Agreement (Madison Square Garden Entertainment Corp.), Security Agreement (Madison Square Garden Entertainment Corp.)
Delivery and Control of Security Collateral. (a) Any certificates All certificated securities or instruments representing or evidencing Security Collateral shall be delivered to and held by or on behalf of the Collateral Trustee Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Collateral TrusteeAgent. The Collateral Trustee shall have the right, at any time in its discretion and without notice to any Pledgor, to transfer to or to register in the name of the Collateral Trustee or any of its nominees any or all of the certificates and instruments representing or evidencing the Security Collateral, if any, subject only to the revocable rights specified in Section 9(a). In addition, the Collateral Trustee Agent shall have the right at any time to exchange certificates or instruments representing or evidencing Security Collateral, if any, Collateral for certificates or instruments of smaller or larger denominations.
(b) At such time as any Pledgor has or acquires With respect to the Lock-Up Account and any Security Collateral that constitutes a security entitlement as to which the financial institution acting as Collateral Agent hereunder is not the securities intermediary, the Borrower will cause the securities intermediary with respect to such Account or security entitlement either (i) to identify in which its records the Collateral Agent as the entitlement holder thereof or (ii) to agree with the Borrower and the Collateral Agent that such Pledgor has securities intermediary will comply with entitlement orders originated by the Collateral Agent without further consent of the Borrower, such agreement to be in form and substance reasonably satisfactory to the Collateral Agent (a “Securities Account Control Agreement” or “Securities/Deposit Account Control Agreement,” respectively)
(c) With respect to any right, title or interest and Security Collateral that constitutes an “uncertificated security” (within , the meaning of Article 8 of the UCC), such Pledgor Borrower will use its commercially reasonable efforts to cause the issuer thereof either (i) to register the Collateral Agent as the registered owner of such security or (ii) to agree in an authenticated record substantially in with the form of Exhibit B with such Pledgor Borrower and the Collateral Trustee Agent that such issuer will comply with instructions with respect to such security originated by the Collateral Trustee Agent without further consent of such Pledgorthe Borrower, such authenticated record agreement to be in form and substance satisfactory to such issuer and the Collateral Trustee.
Agent (c) With respect to any Pledged Equity in which any Pledgor has any right, title or interest and that is not a security (within the meanings of Article 8 and Article 9 of the UCCsuch agreement being an “Uncertificated Security Control Agreement”), such Pledgor will notify each such issuer of Pledged Equity that such Pledged Equity is subject to the security interest granted hereunder.
(d) With respect The Collateral Agent shall have the right at any time to any Pledged Debt in which any Pledgor has any right, title or interest, the Pledgor will notify each such issuer convert Security Collateral consisting of Pledged Debt that such Pledged Debt is subject financial assets credited to the security interest granted hereunderSecurities Account to Security Collateral consisting of financial assets held directly by the Collateral Agent, and to convert Security Collateral consisting of financial assets held directly by the Collateral Agent to Security Collateral consisting of financial assets credited to the Lock-Up Account.
(e) If, at any time, an issuer converts any Pledged Equity into a “security” within the meaning of Articles 8 and 9 of the UCC, the relevant Pledgor will either (i) use its commercially reasonable efforts The balance from time to cause the issuer of such Pledged Equity to issue certificates or instruments evidencing or representing the Pledged Equity and deliver the originals of such certificates or instruments promptly to the Collateral Trustee (or as directed by the Collateral Trustee), and, if it or any Person other than the relevant Pledgor, receives any such certificates or instruments, shall promptly deliver or cause to be delivered to the Collateral Trustee, the originals of such certificates or instruments or (ii) if the security is an uncertificated security (within the meaning of Article 8 of the UCC), use its commercially reasonable efforts to cause the issuer of such Pledged Equity to enter into an Uncertificated Securities Control Agreement pursuant to clause (b) above.
(f) At such time as any Pledgor has or acquires any Security Collateral in which such Pledgor has any right, title or interest and that is not a security (within the meaning of Article 8 of the UCC), such Pledgor agrees that the Collateral Trustee may file a financing statement in the relevant jurisdiction.
(g) No Pledgor Lock-Up Account shall take or omit to take any action which would or could reasonably be expected to have the result of materially adversely affecting or impairing the Liens in favor constitute part of the Collateral Trustee and of the holders Lenders hereunder and, except as otherwise provided herein, shall not constitute payment of Parity Lien the Credit Agreement Obligations with respect until the occurrence of a Cash Sweep Date, whereupon a portion of such amounts standing to the Collateralcredit of the Lock-Up Account shall be applied as provided in Section 2.03(b)(i)(B) of the Credit Agreement.
Appears in 3 contracts
Samples: Credit Agreement (Puget Sound Energy Inc), Credit Agreement (Puget Energy Inc /Wa), Credit Agreement (Puget Energy Inc /Wa)
Delivery and Control of Security Collateral. (a) Any All certificates representing or evidencing the Pledged Equity and all instruments representing or evidencing Security Collateral the Pledged Debt in an aggregate principal amount in excess of $2,000,000 shall be delivered to and held by or on behalf of the Collateral Trustee Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Collateral TrusteeAgent. The Upon the occurrence and during the continuation of an Event of Default, the Collateral Trustee Agent shall have the right, at any time in its discretion and without notice to any PledgorGrantor, to (A) transfer to or to register in the name of the Collateral Trustee Agent or any of its nominees any or all of the certificates and instruments representing or evidencing the Security Collateral, if any, subject only to the revocable rights specified in Section 9(a11(a). In addition, the Collateral Trustee shall have the right at any time to (B) exchange certificates or instruments representing or evidencing Security Collateral, if any, Collateral for certificates or instruments of smaller or larger denominations, and (C) convert Security Collateral consisting of financial assets credited to any Securities Account to Security Collateral, consisting of financial assets held directly by the Collateral Agent, and to convert Security Collateral consisting of financial assets held directly by the Collateral Agent to Security Collateral, consisting of financial assets credited to any Securities Account.
(b) At such time as any Pledgor has or acquires Upon the occurrence and during the continuation of an Event of Default, promptly upon the request of the Collateral Agent, with respect to any Security Collateral in which such Pledgor any Grantor has any right, title or interest and that constitutes an “uncertificated security” (within the meaning of Article 8 of the UCC), such Pledgor Grantor will use its commercially reasonable efforts to cause the issuer thereof either (i) to register the Collateral Agent as the registered owner of such security or (ii) to agree in an authenticated record substantially in the form of Exhibit B with such Pledgor Grantor and the Collateral Trustee Agent that such issuer will comply with instructions with respect to such security originated by the Collateral Trustee Agent without further consent of such PledgorGrantor, such authenticated record to be in form and substance satisfactory to such issuer and the Collateral Trustee.
(c) With Agent. Upon the occurrence and during the continuation of an Event of Default, with respect to any Pledged Equity Security Collateral in which any Pledgor Grantor has any right, title or interest and that is not a security (within an uncertificated security, promptly upon the meanings of Article 8 and Article 9 request of the UCC)Collateral Agent, such Pledgor Grantor will notify each such issuer of Pledged Equity that such Pledged Equity is subject to the security interest granted hereunder.
(dc) With respect to any Pledged Debt in which any Pledgor has any rightUpon the occurrence and during the continuation of an Event of Default, title or interestpromptly upon the request of the Collateral Agent, the Pledgor such Grantor will notify each such issuer of Pledged Debt that such Pledged Debt is subject to the security interest granted hereunder.
(e) If, at any time, an issuer converts any Pledged Equity into a “security” within the meaning of Articles 8 and 9 of the UCC, the relevant Pledgor will either (i) use its commercially reasonable efforts to cause the issuer of such Pledged Equity to issue certificates or instruments evidencing or representing the Pledged Equity and deliver the originals of such certificates or instruments promptly to the Collateral Trustee (or as directed by the Collateral Trustee), and, if it or any Person other than the relevant Pledgor, receives any such certificates or instruments, shall promptly deliver or cause to be delivered to the Collateral Trustee, the originals of such certificates or instruments or (ii) if the security is an uncertificated security (within the meaning of Article 8 of the UCC), use its commercially reasonable efforts to cause the issuer of such Pledged Equity to enter into an Uncertificated Securities Control Agreement pursuant to clause (b) above.
(f) At such time as any Pledgor has or acquires any Security Collateral in which such Pledgor has any right, title or interest and that is not a security (within the meaning of Article 8 of the UCC), such Pledgor agrees that the Collateral Trustee may file a financing statement in the relevant jurisdiction.
(g) No Pledgor shall take or omit to take any action which would or could reasonably be expected to have the result of materially adversely affecting or impairing the Liens in favor of the Collateral Trustee and the holders of Parity Lien Obligations with respect to the Collateral.
Appears in 3 contracts
Samples: First Lien Credit Agreement (EWT Holdings I Corp.), First Lien Credit Agreement (EWT Holdings I Corp.), Abl Credit Agreement (GMS Inc.)
Delivery and Control of Security Collateral. (a) Any All certificates or instruments representing or evidencing Security Collateral shall be delivered to and held by or on behalf of the Collateral Trustee Administrative Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Collateral TrusteeAdministrative Agent. The Collateral Trustee Administrative Agent shall have the right, at any time in its discretion and without notice to any PledgorGrantor, to transfer to or to register in the name of the Collateral Trustee Administrative Agent or any of its nominees any or all of the certificates and instruments representing or evidencing the Security Collateral, if any, subject only to the revocable rights specified in Section 9(a15(a). For the better perfection of the Administrative Agent’s rights in and to the Security Collateral, each Grantor shall forthwith, upon the pledge hereunder of any Security Collateral in which it has any right, title or interest, cause such Security Collateral to be registered in the name of the Administrative Agent or such of its nominees as the Administrative Agent shall direct, subject only to the revocable rights specified in Section 15(a). In addition, the Collateral Trustee Administrative Agent shall have the right at any time to exchange certificates or instruments representing or evidencing Security Collateral, if any, Collateral for certificates or instruments of smaller or larger denominations. Also, the Administrative Agent shall have the right at any time to convert Security Collateral consisting of financial assets credited to the Securities Accounts to Security Collateral consisting of financial assets held directly by the Administrative Agent, and to convert Security Collateral consisting of financial assets held directly by the Administrative Agent to Security Collateral consisting of financial assets credited to the Securities Accounts.
(b) At such time as any Pledgor has or acquires With respect to any Security Collateral in which such Pledgor any Grantor has any right, title or interest and that constitutes an “uncertificated security” (within the meaning of Article 8 of the UCC), such Pledgor Grantor will use its commercially reasonable efforts to cause the issuer thereof either (i) to register the Administrative Agent as the registered owner of such security or (ii) to agree in an authenticated record substantially in the form of Exhibit B with such Pledgor Grantor and the Collateral Trustee Administrative Agent that such issuer will comply with instructions with respect to such security originated by the Collateral Trustee Administrative Agent without further consent of such PledgorGrantor, such authenticated record to be in form and substance satisfactory to such issuer and the Collateral Trustee.
(c) Administrative Agent. With respect to any Pledged Equity Security Collateral in which any Pledgor Grantor has any right, title or interest and that is not a security (within an uncertificated security, upon the meanings of Article 8 and Article 9 request of the UCC)Administrative Agent, such Pledgor Grantor will notify each such issuer of Pledged Equity that such Pledged Equity is subject to the security interest granted hereunder.
(c) With respect to any Security Collateral in which any Grantor has any right, title or interest and that constitutes a security entitlement in which the Administrative Agent is not the entitlement holder, such Grantor will cause the securities intermediary with respect to such security entitlement either (i) to identify in its records the Administrative Agent as the entitlement holder of such security entitlement against such securities intermediary or (ii) to agree in an authenticated record with such Grantor and the Administrative Agent that such securities intermediary will comply with entitlement orders (that is, notifications communicated to such securities intermediary directing transfer or redemption of the financial asset to which such Grantor has a security entitlement) originated by the Administrative Agent without further consent of such Grantor, such authenticated record to be in substantially the form of Exhibit D hereto or otherwise in form and substance satisfactory to the Administrative Agent (such agreement being a “Securities Account Control Agreement”).
(d) With respect to any Pledged Debt Security Collateral in which any Pledgor Grantor has any right, title or interestinterest and that constitutes a commodity contract, such Grantor shall cause the Pledgor commodity intermediary with respect to such commodity contract to agree in an authenticated record with such Grantor and the Administrative Agent that such commodity intermediary will apply any value distributed on account of such commodity contract as directed by the Administrative Agent without further consent of such Grantor, such authenticated record to be in substantially the form of Exhibit E hereto or otherwise in form and substance satisfactory to the Administrative Agent (such agreement being a “Commodity Account Control Agreement”, and all such authenticated records, together with all Securities Account Control Agreements being, collectively, “Security Control Agreements”).
(e) No Grantor will change or add any securities intermediary or commodity intermediary that maintains any securities account or commodity account in which any of the Collateral is credited or carried, or change or add any such securities account or commodity account, in each case without first complying with the above provisions of this Section 4 in order to perfect the security interest granted hereunder in such Collateral.
(f) Upon the request of the Administrative Agent, such Grantor will notify each such issuer of Pledged Debt that such Pledged Debt is subject to the security interest granted hereunder.
(e) If, at any time, an issuer converts any Pledged Equity into a “security” within the meaning of Articles 8 and 9 of the UCC, the relevant Pledgor will either (i) use its commercially reasonable efforts to cause the issuer of such Pledged Equity to issue certificates or instruments evidencing or representing the Pledged Equity and deliver the originals of such certificates or instruments promptly to the Collateral Trustee (or as directed by the Collateral Trustee), and, if it or any Person other than the relevant Pledgor, receives any such certificates or instruments, shall promptly deliver or cause to be delivered to the Collateral Trustee, the originals of such certificates or instruments or (ii) if the security is an uncertificated security (within the meaning of Article 8 of the UCC), use its commercially reasonable efforts to cause the issuer of such Pledged Equity to enter into an Uncertificated Securities Control Agreement pursuant to clause (b) above.
(f) At such time as any Pledgor has or acquires any Security Collateral in which such Pledgor has any right, title or interest and that is not a security (within the meaning of Article 8 of the UCC), such Pledgor agrees that the Collateral Trustee may file a financing statement in the relevant jurisdiction.
(g) No Pledgor shall take or omit to take any action which would or could reasonably be expected to have the result of materially adversely affecting or impairing the Liens in favor of the Collateral Trustee and the holders of Parity Lien Obligations with respect to the Collateral.
Appears in 2 contracts
Samples: Security Agreement (Grubb & Ellis Co), Security Agreement (Grubb & Ellis Co)
Delivery and Control of Security Collateral. (a) Any All certificates or instruments representing or evidencing Security Collateral (other than the De Minimis Minority Interests (as defined on Schedule I)) shall be delivered to and held by or on behalf of the Collateral Trustee Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral Trustee. The Agent.
(b) With respect to any Security Collateral Trustee that constitutes an uncertificated security, the relevant Grantor will cause the issuer thereof either (i) to register the Collateral Agent as the registered owner of such security, (ii) to agree with such Grantor and the Collateral Agent that such issuer will comply with instructions with respect to such security originated by the Collateral Agent without further consent of such Grantor, such agreement to be in form and substance reasonably satisfactory to the Collateral Agent (such agreement being an “Uncertificated Security Control Agreement”) or (iii) to maintain such Security Collateral in a Securities Account subject to a Securities Account Control Agreement.
(c) With respect to each Securities Account and Collateral Account (to the extent it is a Securities Account) and any Security Collateral that constitutes a security entitlement as to which the financial institution acting as Collateral Agent hereunder is not the securities intermediary, the relevant Grantor will cause the securities intermediary with respect to such securities account either (i) to identify in its records the Collateral Agent as the entitlement holder of such security entitlement or (ii) to agree in an authenticated record with such Grantor and the Collateral Agent that such securities intermediary will comply with entitlement orders originated by the Collateral Agent without further consent of such Grantor, such authenticated record to be in form and substance reasonably satisfactory to the Collateral Agent (such agreement being a “Securities Account Control Agreement”).
(d) Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the right, at any time in its discretion and without notice to any PledgorGrantor, to transfer to or to register in the name of the Collateral Trustee Agent or any of its nominees any or all of the certificates and instruments representing or evidencing the Security Collateral, if anysubject to all applicable federal, subject only to the revocable rights specified in Section 9(a). In addition, the Collateral Trustee shall have the right at any time to exchange certificates or instruments representing or evidencing Security Collateral, if any, for certificates or instruments of smaller or larger denominationsstate and foreign securities laws.
(be) At such time as any Pledgor has or acquires any Security Collateral in which such Pledgor has any right, title or interest and that constitutes an “uncertificated security” (within Upon the meaning of Article 8 request of the UCC)Collateral Agent following the occurrence and during the continuance of any Event of Default, such Pledgor will use its commercially reasonable efforts to cause the issuer thereof to agree in an authenticated record substantially in the form of Exhibit B with such Pledgor and the Collateral Trustee that such issuer will comply with instructions with respect to such security originated by the Collateral Trustee without further consent of such Pledgor, such authenticated record to be in form and substance satisfactory to such issuer and the Collateral Trustee.
(c) With respect to any Pledged Equity in which any Pledgor has any right, title or interest and that is not a security (within the meanings of Article 8 and Article 9 of the UCC), such Pledgor each Grantor will notify each such issuer of Pledged Equity Security Collateral granted by it hereunder that such Pledged Equity Security Collateral is subject to the security interest granted hereunder.
(d) With respect to any Pledged Debt in which any Pledgor has any right, title or interest, the Pledgor will notify each such issuer of Pledged Debt that such Pledged Debt is subject to the security interest granted hereunder.
(e) If, at any time, an issuer converts any Pledged Equity into a “security” within the meaning of Articles 8 and 9 of the UCC, the relevant Pledgor will either (i) use its commercially reasonable efforts to cause the issuer of such Pledged Equity to issue certificates or instruments evidencing or representing the Pledged Equity and deliver the originals of such certificates or instruments promptly to the Collateral Trustee (or as directed by the Collateral Trustee), and, if it or any Person other than the relevant Pledgor, receives any such certificates or instruments, shall promptly deliver or cause to be delivered to the Collateral Trustee, the originals of such certificates or instruments or (ii) if the security is an uncertificated security (within the meaning of Article 8 of the UCC), use its commercially reasonable efforts to cause the issuer of such Pledged Equity to enter into an Uncertificated Securities Control Agreement pursuant to clause (b) above.
(f) At such time as any Pledgor has or acquires any Security Collateral in which such Pledgor has any right, title or interest and that is not a security (within the meaning of Article 8 of the UCC), such Pledgor agrees that the Collateral Trustee may file a financing statement in the relevant jurisdiction.
(g) No Pledgor shall take or omit to take any action which would or could reasonably be expected to have the result of materially adversely affecting or impairing the Liens in favor of the Collateral Trustee and the holders of Parity Lien Obligations with respect to the Collateral.
Appears in 2 contracts
Samples: Security Agreement (Neustar Inc), Security Agreement (Neustar Inc)
Delivery and Control of Security Collateral. (a) Any Subject to the Intercreditor Agreement, all certificates or instruments representing or evidencing Security Collateral Pledged Equity or Pledged Debt shall be promptly delivered to and held by or on behalf of the Collateral Trustee Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral TrusteeAgent except to the extent that such transfer or assignment is prohibited by applicable law. The Collateral Trustee shall have the right, at any time in its discretion and without notice With respect to any PledgorPledged Equity existing on the Closing Date, the transfer or assignment of which is subject to transfer to (x) certain corporate actions by the holders of or to register in the name issuers of Initial Pledged Equity issued by Foreign Subsidiaries which have not occurred as of the Collateral Trustee Closing Date despite the Grantors’ use of commercially reasonable efforts to cause such corporate actions to occur prior to the Closing Date or any of its nominees any (y) governmental approvals or all consents which have not been obtained as of the certificates and instruments representing Closing Date despite the Grantors’ use of commercially reasonable efforts to cause such approvals or evidencing the Security Collateral, if any, subject only consents to be obtained prior to the revocable rights specified in Section 9(a). In additionClosing Date, the Collateral Trustee Grantors shall have cause such corporate actions to occur or shall obtain such approvals or consents within 45 days after the right at any time to exchange certificates Closing Date (or instruments representing or evidencing Security Collateral, if any, for certificates or instruments of smaller or larger denominationssuch later date as the Administrative Agent shall reasonably agree).
(b) At such time as any Pledgor has or acquires With respect to any Security Collateral representing interests in which such Pledgor any Grantor has any right, title or interest and that constitutes an “uncertificated security” (within the meaning of Article 8 of the UCC), such Pledgor Grantor will use its commercially reasonable efforts (or in the case of a wholly-owned Subsidiary, take all actions necessary) to cause (i) the issuers of such Security Collateral and (ii) any securities intermediary which is the holder of any such Security Collateral, to cause the Agent to have and retain, subject to the Intercreditor Agreement, Control over such Security Collateral. Without limiting the foregoing, such Grantor will, with respect to any such Security Collateral held with a securities intermediary, use commercially reasonable efforts to cause such securities intermediary to enter into a control agreement with the issuer thereof to agree in an authenticated record substantially in the form of Exhibit B with such Pledgor and the Collateral Trustee that such issuer will comply with instructions with respect to such security originated by the Collateral Trustee without further consent of such PledgorAgent, such authenticated record to be in form and substance reasonably satisfactory to such issuer and the Collateral TrusteeAgent, giving the Agent Control, subject to the Intercreditor Agreement.
(c) With respect to any Pledged Equity in which securities or commodity account and any Pledgor has any right, title or interest and Security Collateral that is not constitutes a security entitlement (other than a security entitlement which is an uncertificated security, which for the avoidance of doubt shall be subject to the preceding Section 4(b)), within 60 days after the meanings Closing Date (or such later date as the Administrative Agent shall reasonably agree), the relevant Grantor will cause the securities intermediary with respect to such security or commodity account or security entitlement to identify in its records the Agent as the entitlement holder thereof or enter into a control agreement with the Agent, in form and substance reasonably satisfactory to the Agent, giving the Agent Control, subject to the Intercreditor Agreement.
(d) Subject to the Intercreditor Agreement and upon the occurrence and during the continuance of Article 8 and Article 9 an Event of Default, each Grantor shall cause the Security Collateral to be registered in the name of the UCCAgent or such of its nominees as the Agent shall direct, subject only to the revocable rights specified in Section 12(a). In addition, such Pledgor the Agent shall have the right upon the occurrence and during the continuance of an Event of Default to convert Security Collateral consisting of financial assets credited to any securities account or the L/C Cash Deposit Account to Security Collateral consisting of financial assets held directly by the Agent, and to convert Security Collateral consisting of financial assets held directly by the Agent to Security Collateral consisting of financial assets credited to any securities or commodity account or the L/C Cash Deposit Account.
(e) Upon the occurrence and during the continuance of an Event of Default, each Grantor will notify each such issuer of Pledged Equity Security Collateral granted by it hereunder that such Pledged Equity Security Collateral is subject to the security interest granted hereunder.
(d) With respect to any Pledged Debt in which any Pledgor has any right, title or interest, the Pledgor will notify each such issuer of Pledged Debt that such Pledged Debt is subject to the security interest granted hereunder.
(e) If, at any time, an issuer converts any Pledged Equity into a “security” within the meaning of Articles 8 and 9 of the UCC, the relevant Pledgor will either (i) use its commercially reasonable efforts to cause the issuer of such Pledged Equity to issue certificates or instruments evidencing or representing the Pledged Equity and deliver the originals of such certificates or instruments promptly to the Collateral Trustee (or as directed by the Collateral Trustee), and, if it or any Person other than the relevant Pledgor, receives any such certificates or instruments, shall promptly deliver or cause to be delivered to the Collateral Trustee, the originals of such certificates or instruments or (ii) if the security is an uncertificated security (within the meaning of Article 8 of the UCC), use its commercially reasonable efforts to cause the issuer of such Pledged Equity to enter into an Uncertificated Securities Control Agreement pursuant to clause (b) above.
(f) At such time as any Pledgor has or acquires any Security Collateral in which such Pledgor has any right, title or interest and that is not a security (within the meaning of Article 8 of the UCC), such Pledgor agrees that the Collateral Trustee may file a financing statement in the relevant jurisdiction.
(g) No Pledgor shall take or omit to take any action which would or could reasonably be expected to have the result of materially adversely affecting or impairing the Liens in favor of the Collateral Trustee and the holders of Parity Lien Obligations with respect to the Collateral.
Appears in 2 contracts
Samples: Security Agreement (Eastman Kodak Co), Security Agreement (Eastman Kodak Co)
Delivery and Control of Security Collateral. (a) Any All certificates or instruments representing or evidencing existing Security Collateral shall be delivered to and held by or on behalf of the Collateral Trustee Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral Trustee. The Collateral Trustee shall Agent except to the extent that such transfer or assignment is (x) prohibited by applicable law or (y) subject to certain corporate actions by the holders or issuers of non-US Initial Pledged Equity which have the right, at any time in its discretion and without notice to any Pledgor, to transfer to or to register in the name not occurred as of the Collateral Trustee Effective Date and governmental approvals or any of its nominees any consents to pledge or all of transfer with respect to non-US Material Subsidiaries which have not yet been obtained as to which Grantor shall use commercially reasonable effects to complete as soon as practicable after the certificates and instruments representing or evidencing the Security Collateral, if any, subject only to the revocable rights specified in Section 9(a). In addition, the Collateral Trustee shall have the right at any time to exchange certificates or instruments representing or evidencing Security Collateral, if any, for certificates or instruments of smaller or larger denominationsdate hereof.
(b) At such time as any Pledgor has or acquires With respect to any Security Collateral representing interest in Material Subsidiaries in which such Pledgor any Grantor has any right, title or interest and that constitutes an “uncertificated security” (within the meaning of Article 8 of the UCC), such Pledgor Grantor will use its commercially reasonable efforts to cause the issuer thereof to agree in an authenticated record substantially in the form of Exhibit B with such Pledgor Grantor and the Collateral Trustee Agent that, upon notice from the Agent that an Event of Default has occurred and is continuing, such issuer will comply with instructions with respect to such security originated by the Collateral Trustee Agent without further consent of such PledgorGrantor, such authenticated record to be in form and substance reasonably satisfactory to such the Agent. Upon the request of the Agent upon the occurrence and during the continuance of an Event of Default, each Grantor will notify each issuer and the of other Security Collateral Trusteeas provided in Section 4(e) below.
(c) With respect to any Pledged Equity in securities or commodity account, any Security Collateral that constitutes a security entitlement as to which any Pledgor has any right, title or interest and that the financial institution acting as Agent hereunder is not a security (within the meanings of Article 8 and Article 9 securities intermediary, upon the request of the UCCAgent upon the occurrence and during the continuance of an Event of Default the relevant Grantor will use its commercially reasonable efforts to cause the securities intermediary with respect to such security or commodity account or security entitlement to identify in its records the Agent as the entitlement holder thereof.
(d) Upon the request of Agent upon the occurrence and during the continuance of an Event of Default, each Grantor shall cause the Security Collateral to be registered in the name of the Agent or such of its nominees as the Agent shall direct, subject only to the revocable rights specified in Section 12(a). In addition, such Pledgor the Agent shall have the right upon the occurrence and during the continuance of an Event of Default to convert Security Collateral consisting of financial assets credited to any securities account or the L/C Cash Deposit Account to Security Collateral consisting of financial assets held directly by the Agent, and to convert Security Collateral consisting of financial assets held directly by the Agent to Security Collateral consisting of financial assets credited to any securities or commodity account or the L/C Cash Deposit Account.
(e) Upon the request of the Agent upon the occurrence and during the continuance of an Event of Default, each Grantor will notify each such issuer of Pledged Equity Security Collateral granted by it hereunder that such Pledged Equity Security Collateral is subject to the security interest granted hereunder.
(d) With respect to any Pledged Debt in which any Pledgor has any right, title or interest, the Pledgor will notify each such issuer of Pledged Debt that such Pledged Debt is subject to the security interest granted hereunder.
(e) If, at any time, an issuer converts any Pledged Equity into a “security” within the meaning of Articles 8 and 9 of the UCC, the relevant Pledgor will either (i) use its commercially reasonable efforts to cause the issuer of such Pledged Equity to issue certificates or instruments evidencing or representing the Pledged Equity and deliver the originals of such certificates or instruments promptly to the Collateral Trustee (or as directed by the Collateral Trustee), and, if it or any Person other than the relevant Pledgor, receives any such certificates or instruments, shall promptly deliver or cause to be delivered to the Collateral Trustee, the originals of such certificates or instruments or (ii) if the security is an uncertificated security (within the meaning of Article 8 of the UCC), use its commercially reasonable efforts to cause the issuer of such Pledged Equity to enter into an Uncertificated Securities Control Agreement pursuant to clause (b) above.
(f) At such time as any Pledgor has or acquires any Security Collateral in which such Pledgor has any right, title or interest and that is not a security (within the meaning of Article 8 of the UCC), such Pledgor agrees that the Collateral Trustee may file a financing statement in the relevant jurisdiction.
(g) No Pledgor shall take or omit to take any action which would or could reasonably be expected to have the result of materially adversely affecting or impairing the Liens in favor of the Collateral Trustee and the holders of Parity Lien Obligations with respect to the Collateral.
Appears in 2 contracts
Samples: Security Agreement (Eastman Kodak Co), Security Agreement (Eastman Kodak Co)
Delivery and Control of Security Collateral. (a) Any Section 4.1 On the date hereof, all then-existing certificates or instruments representing or evidencing the Security Collateral shall be delivered to and held by or on behalf of the Collateral Trustee Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral Trustee. The Collateral Trustee shall have the right, at any time in its discretion Administrative Agent and without notice to any Pledgor, to transfer to or to register in the name of the Collateral Trustee Agent. Thereafter, all other certificates or any of its nominees any or all of the certificates and instruments representing or evidencing the Security CollateralCollateral shall, if anyno later than ten (10) Business Days after certificates or instruments representing or evidencing the Security Collateral are acquired (or such date that is no more than thirty (30) days later as may be agreed by the Administrative Agent and the Collateral Agent, subject only in their discretion), be delivered to and held by or on behalf of the Collateral Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the revocable rights specified in Section 9(a)Administrative Agent and the Collateral Agent. In addition, upon the occurrence and during the continuance of an Event of Default and the exercise of remedies pursuant to Section 13 hereof, the Administrative Agent and the Collateral Trustee Agent shall have the right at any time to exchange certificates or instruments representing or evidencing the Security Collateral, if any, Collateral for certificates or instruments of smaller or larger denominations. The Borrower shall, and each Pledgor shall cause each other issuer of Pledged Equity to, maintain its Organizational Documents in accordance with the Pledge Requirement in effect on the date of this Agreement.
(b) At such time as any Pledgor has or acquires any Security Collateral in which such Pledgor has any right, title or interest and that constitutes an “uncertificated security” (within the meaning of Article 8 of the UCC), such Pledgor will use its commercially reasonable efforts to cause the issuer thereof to agree in an authenticated record substantially in the form of Exhibit B with such Pledgor and the Collateral Trustee that such issuer will comply with instructions with respect to such security originated by the Collateral Trustee without further consent of such Pledgor, such authenticated record to be in form and substance satisfactory to such issuer and the Collateral Trustee.Section 4.2 [Reserved]
(c) Section 4.3 With respect to any Pledged Equity in which any Pledgor has any rightSecurity Collateral, title or interest and that is not a security (within upon the meanings of Article 8 and Article 9 request of the UCC)Administrative Agent, such Pledgor will notify each such issuer of Pledged Equity that such Pledged Equity is subject to the security interest granted hereunder.
(d) With respect Section 4.4 Upon the occurrence and during the continuance of an Event of Default and the exercise of remedies pursuant to any Pledged Debt in which any Pledgor has any right, title or interestSection 14 hereof, the Pledgor will notify each such issuer of Pledged Debt that such Pledged Debt is subject to Administrative Agent shall have the security interest granted hereunder.
(e) Ifright, at any timetime in its discretion and upon notice to any Pledgor, an issuer converts any Pledged Equity into a “security” within to transfer to or to register in the meaning of Articles 8 and 9 name of the UCCAdministrative Agent or any of its nominees any or all of the Security Collateral, the relevant Pledgor will either (i) use its commercially reasonable efforts to cause the issuer of such Pledged Equity to issue certificates or instruments evidencing or representing the Pledged Equity and deliver the originals of such certificates or instruments promptly subject only to the Collateral Trustee (or as directed by the Collateral Trustee), and, if it or any Person other than the relevant Pledgor, receives any such certificates or instruments, shall promptly deliver or cause to be delivered to the Collateral Trustee, the originals of such certificates or instruments or (ii) if the security is an uncertificated security (within the meaning of Article 8 of the UCC), use its commercially reasonable efforts to cause the issuer of such Pledged Equity to enter into an Uncertificated Securities Control Agreement pursuant to clause (b) aboverevocable rights specified in Section 9.1.
(f) At such time as any Pledgor has or acquires any Security Collateral in which such Pledgor has any right, title or interest and that is not a security (within the meaning of Article 8 of the UCC), such Pledgor agrees that the Collateral Trustee may file a financing statement in the relevant jurisdiction.
(g) No Pledgor shall take or omit to take any action which would or could reasonably be expected to have the result of materially adversely affecting or impairing the Liens in favor of the Collateral Trustee and the holders of Parity Lien Obligations with respect to the Collateral.
Appears in 2 contracts
Samples: Credit Agreement (Select Income Reit), Pledge Agreement (Select Income Reit)
Delivery and Control of Security Collateral. (a) Any Subject to the Intercreditor Agreement, all certificates or instruments representing or evidencing Security Collateral Pledged Equity or Pledged Debt shall be promptly delivered to and held by or on behalf of the Collateral Trustee Administrative Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral TrusteeAdministrative Agent except to the extent that such transfer or assignment is prohibited by applicable law. The Collateral Trustee shall have the right, at any time in its discretion and without notice With respect to any PledgorPledged Equity existing on the Closing Date, the transfer or assignment of which is subject to transfer to (x) certain corporate actions by the holders of or to register in the name issuers of Initial Pledged Equity issued by Foreign Subsidiaries which have not occurred as of the Collateral Trustee Closing Date despite the Grantors’ use of commercially reasonable efforts to cause such corporate actions to occur prior to the Closing Date or any of its nominees any (y) governmental approvals or all consents which have not been obtained as of the certificates and instruments representing Closing Date despite the Grantors’ use of commercially reasonable efforts to cause such approvals or evidencing the Security Collateral, if any, subject only consents to be obtained prior to the revocable rights specified in Section 9(a). In additionClosing Date, the Collateral Trustee Grantors shall have cause such corporate actions to occur or shall obtain such approvals or consents within 45 days after the right at any time to exchange certificates Closing Date (or instruments representing or evidencing Security Collateral, if any, for certificates or instruments of smaller or larger denominationssuch later date as the Administrative Agent shall reasonably agree).
(b) At such time as any Pledgor has or acquires With respect to any Security Collateral representing interests in which such Pledgor any Grantor has any right, title or interest and that constitutes an “uncertificated security” (within the meaning of Article 8 of the UCC), such Pledgor Grantor will use its commercially reasonable efforts (or in the case of a wholly-owned Subsidiary, take all actions necessary) to cause (i) the issuers of such Security Collateral and (ii) any securities intermediary which is the holder of any such Security Collateral, to cause the Administrative Agent to have and retain, subject to the Intercreditor Agreement, Control over such Security Collateral. Without limiting the foregoing, such Grantor will, with respect to any such Security Collateral held with a securities intermediary, use commercially reasonable efforts to cause such securities intermediary to enter into a control agreement with the issuer thereof to agree in an authenticated record substantially in the form of Exhibit B with such Pledgor and the Collateral Trustee that such issuer will comply with instructions with respect to such security originated by the Collateral Trustee without further consent of such PledgorAdministrative Agent, such authenticated record to be in form and substance reasonably satisfactory to such issuer and the Collateral TrusteeAdministrative Agent, giving the Administrative Agent Control, subject to the Intercreditor Agreement.
(c) With respect to any Pledged Equity in which securities or commodity account and any Pledgor has any right, title or interest and Security Collateral that is not constitutes a security entitlement (other than a security entitlement which is an uncertificated security, which for the avoidance of doubt shall be subject to the preceding Section 5(b)), within 60 days after the meanings Closing Date (or such later date as the Administrative Agent shall reasonably agree), the relevant Grantor will cause the securities intermediary with respect to such security or commodity account or security entitlement to identify in its records the Administrative Agent as the entitlement holder thereof or enter into a control agreement with the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, giving the Administrative Agent Control, subject to the Intercreditor Agreement.
(d) Subject to the Intercreditor Agreement and upon the occurrence and during the continuance of Article 8 and Article 9 an Event of Default, each Grantor shall cause the Security Collateral to be registered in the name of the UCCAdministrative Agent or such of its nominees as the Administrative Agent shall direct, subject only to the revocable rights specified in Section 13(a). In addition, such Pledgor the Administrative Agent shall have the right upon the occurrence and during the continuance of an Event of Default to convert Security Collateral consisting of financial assets credited to any securities account or the L/C Cash Deposit Account to Security Collateral consisting of financial assets held directly by the Administrative Agent, and to convert Security Collateral consisting of financial assets held directly by the Administrative Agent to Security Collateral consisting of financial assets credited to any securities or commodity account or the L/C Cash Deposit Account.
(e) Upon the occurrence and during the continuance of an Event of Default, each Grantor will notify each such issuer of Pledged Equity Security Collateral granted by it hereunder that such Pledged Equity Security Collateral is subject to the security interest granted hereunder.
(d) With respect to any Pledged Debt in which any Pledgor has any right, title or interest, the Pledgor will notify each such issuer of Pledged Debt that such Pledged Debt is subject to the security interest granted hereunder.
(e) If, at any time, an issuer converts any Pledged Equity into a “security” within the meaning of Articles 8 and 9 of the UCC, the relevant Pledgor will either (i) use its commercially reasonable efforts to cause the issuer of such Pledged Equity to issue certificates or instruments evidencing or representing the Pledged Equity and deliver the originals of such certificates or instruments promptly to the Collateral Trustee (or as directed by the Collateral Trustee), and, if it or any Person other than the relevant Pledgor, receives any such certificates or instruments, shall promptly deliver or cause to be delivered to the Collateral Trustee, the originals of such certificates or instruments or (ii) if the security is an uncertificated security (within the meaning of Article 8 of the UCC), use its commercially reasonable efforts to cause the issuer of such Pledged Equity to enter into an Uncertificated Securities Control Agreement pursuant to clause (b) above.
(f) At such time as any Pledgor has or acquires any Security Collateral in which such Pledgor has any right, title or interest and that is not a security (within the meaning of Article 8 of the UCC), such Pledgor agrees that the Collateral Trustee may file a financing statement in the relevant jurisdiction.
(g) No Pledgor shall take or omit to take any action which would or could reasonably be expected to have the result of materially adversely affecting or impairing the Liens in favor of the Collateral Trustee and the holders of Parity Lien Obligations with respect to the Collateral.
Appears in 2 contracts
Samples: Guarantee and Collateral Agreement (Eastman Kodak Co), Guarantee and Collateral Agreement (Eastman Kodak Co)
Delivery and Control of Security Collateral. (a) Any All certificates or instruments representing or evidencing Security Collateral shall be delivered to and held by or on behalf of the Collateral Trustee Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral TrusteeSecured Parties. The Collateral Trustee shall have the right, at any time in its discretion and without notice to any Pledgor, to transfer to or to register in the name of the Collateral Trustee or any of its nominees any or all of the certificates and instruments representing or evidencing the Security Collateral, if any, subject only to the revocable rights specified in Section 9(a). In addition, the Collateral Trustee Agent shall have the right at any time to exchange certificates or instruments representing or evidencing Security Collateral, if any, Collateral for certificates or instruments of smaller or larger denominations.
(b) At such time as any Pledgor has or acquires With respect to any Security Collateral in which such Pledgor has any right, title or interest and that constitutes an “uncertificated security” (within , the meaning of Article 8 of the UCC), such Pledgor Grantor will use its commercially reasonable efforts to cause the issuer thereof either (i) to register the Collateral Agent as the registered owner of such security or (ii) to agree in an authenticated record substantially in the form of Exhibit B with such Pledgor Grantor and the Collateral Trustee Agent that such issuer will comply with instructions with respect to such security originated by the Collateral Trustee Agent without further consent of such PledgorGrantor, such authenticated record agreement to be in form and substance reasonably satisfactory to the Secured Parties (such issuer and the Collateral Trusteeagreement being an “Uncertificated Security Control Agreement”).
(c) With respect to any Pledged Equity Security Collateral that constitutes a security entitlement as to which the financial institution acting as Collateral Agent hereunder is not the securities intermediary, Grantor will cause the securities intermediary with respect to such security entitlement either (i) to identify in which any Pledgor has any its records the Collateral Agent as the entitlement holder thereof or (ii) to agree with Grantor and the Collateral Agent that such securities intermediary will comply with entitlement orders originated by the Collateral Agent without further consent of Grantor, such agreement to be in form and substance reasonably satisfactory to the Secured Parties (a “Securities Account Control Agreement”).
(d) The Collateral Agent shall have the right, title at any time and without notice to any Grantor, to endorse, assign or interest and that is not a security (within otherwise transfer to or to register in the meanings of Article 8 and Article 9 name of the UCCCollateral Agent or any of its nominees or endorse for negotiation any or all of the Security Collateral, without any indication that such Security Collateral is subject to the security interest hereunder, subject only to the revocable rights specified in Section 13(a).
(e) Upon the request of the Collateral Agent, such Pledgor Grantor will notify each such issuer of Pledged Equity Security Collateral granted by it hereunder that such Pledged Equity Security Collateral is subject to the security interest granted hereunder.
(d) With respect to any Pledged Debt in which any Pledgor has any right, title or interest, the Pledgor will notify each such issuer of Pledged Debt that such Pledged Debt is subject to the security interest granted hereunder.
(e) If, at any time, an issuer converts any Pledged Equity into a “security” within the meaning of Articles 8 and 9 of the UCC, the relevant Pledgor will either (i) use its commercially reasonable efforts to cause the issuer of such Pledged Equity to issue certificates or instruments evidencing or representing the Pledged Equity and deliver the originals of such certificates or instruments promptly to the Collateral Trustee (or as directed by the Collateral Trustee), and, if it or any Person other than the relevant Pledgor, receives any such certificates or instruments, shall promptly deliver or cause to be delivered to the Collateral Trustee, the originals of such certificates or instruments or (ii) if the security is an uncertificated security (within the meaning of Article 8 of the UCC), use its commercially reasonable efforts to cause the issuer of such Pledged Equity to enter into an Uncertificated Securities Control Agreement pursuant to clause (b) above.
(f) At such time as any Pledgor has or acquires any Security Collateral in which such Pledgor has any right, title or interest and that is not a security (within the meaning of Article 8 of the UCC), such Pledgor agrees that the Collateral Trustee may file a financing statement in the relevant jurisdiction.
(g) No Pledgor shall take or omit to take any action which would or could reasonably be expected to have the result of materially adversely affecting or impairing the Liens in favor of the Collateral Trustee and the holders of Parity Lien Obligations with respect to the Collateral.
Appears in 2 contracts
Samples: Security Agreement (Applied Dna Sciences Inc), Securities Purchase Agreement (Applied Dna Sciences Inc)
Delivery and Control of Security Collateral. (a) Any All certificates or instruments representing or evidencing Security Collateral (if certificated) shall be delivered to and held by or on behalf of the Collateral Trustee Agent pursuant hereto to the terms of and to the extent required under the Credit Agreement and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral Trustee. The Collateral Trustee Agent; provided that no Grantor shall have be required to deliver any instrument representing (x) Pledged Debt if the rightface amount of such Pledged Debt is less than $15,000,000, at any time in its discretion or (y) Pledged Debt other than indebtedness (i) for borrowed money (whether by loan or the issuance and without notice to any Pledgor, to transfer to sale of debt securities) or to register (ii) for the deferred purchase or acquisition price of property or services of which such Grantor is the seller (other than accounts receivable (other than for borrowed money) in the name ordinary course of business) owed to a Grantor. After the Collateral Trustee or any occurrence and during the continuance of its nominees any or all an Event of the certificates and instruments representing or evidencing the Security Collateral, if any, subject only to the revocable rights specified in Section 9(a). In additionDefault, the Collateral Trustee Agent shall have the right at any time to exchange certificates or instruments representing or evidencing Security Collateral, if any, Collateral for certificates or instruments of smaller or larger denominations.
(b) At such time as any Pledgor has or acquires With respect to (i) the Securities Accounts, (ii) the Cash Collateral Account and (iii) any Security Collateral in which such Pledgor has any right, title or interest and that constitutes an “uncertificated security” (within a security entitlement as to which the meaning of Article 8 of financial institution acting as Collateral Agent hereunder is not the UCC)securities intermediary, such Pledgor the relevant Grantor will use its commercially reasonable efforts to cause the issuer securities intermediary with respect to each such account or security entitlement pursuant to the terms of and to the extent required under the Credit Agreement either (A) to identify in its records the Collateral Agent as the entitlement holder thereof or (B) to agree in an authenticated record substantially in the form of Exhibit B with such Pledgor Grantor and the Collateral Trustee Agent that such issuer securities intermediary will comply with instructions with respect to such security entitlement orders originated by the Collateral Trustee Agent without further consent of such PledgorGrantor, such authenticated record agreement to be in form and substance reasonably satisfactory to such issuer and the Collateral TrusteeAgent (a “Securities Account Control Agreement”); provided, however, this Section 6(b) shall not apply to Excluded Non-Pledged Accounts; provided further that the Collateral Agent will not give any such orders except after the occurrence and during the continuance of an Event of Default.
(c) With respect to any Pledged Equity in which any Pledgor has any right, title or interest and that is not a security (within Upon the meanings of Article 8 and Article 9 request of the UCC)Collateral Agent following the occurrence and during the continuance of an Event of Default, such Pledgor each Grantor will notify each such issuer of Pledged Equity Security Collateral (other than any other Loan Party) granted by it hereunder that such Pledged Equity Security Collateral is subject to the security interest granted hereunder.
(d) With respect to any Pledged Debt in which any Pledgor has any right, title or interest, the Pledgor will notify each such issuer of Pledged Debt that such Pledged Debt is subject to the security interest granted hereunder.
(e) If, at any time, an issuer converts any Pledged Equity into a “security” within the meaning of Articles 8 and 9 of the UCC, the relevant Pledgor will either (i) use its commercially reasonable efforts to cause the issuer of such Pledged Equity to issue certificates or instruments evidencing or representing the Pledged Equity and deliver the originals of such certificates or instruments promptly to the Collateral Trustee (or as directed by the Collateral Trustee), and, if it or any Person other than the relevant Pledgor, receives any such certificates or instruments, shall promptly deliver or cause to be delivered to the Collateral Trustee, the originals of such certificates or instruments or (ii) if the security is an uncertificated security (within the meaning of Article 8 of the UCC), use its commercially reasonable efforts to cause the issuer of such Pledged Equity to enter into an Uncertificated Securities Control Agreement pursuant to clause (b) above.
(f) At such time as any Pledgor has or acquires any Security Collateral in which such Pledgor has any right, title or interest and that is not a security (within the meaning of Article 8 of the UCC), such Pledgor agrees that the Collateral Trustee may file a financing statement in the relevant jurisdiction.
(g) No Pledgor shall take or omit to take any action which would or could reasonably be expected to have the result of materially adversely affecting or impairing the Liens in favor of the Collateral Trustee and the holders of Parity Lien Obligations with respect to the Collateral.
Appears in 2 contracts
Samples: Security Agreement, Security Agreement (Madison Square Garden Co)
Delivery and Control of Security Collateral. (a) Any All certificates representing or evidencing Pledged Equity or any instruments representing or evidencing Security Collateral Pledged Debt of the Grantors, to the extent the aggregate outstanding principal amount of such Pledged Debt exceeds $1,000,000, shall be delivered to and held by or on behalf of the Collateral Trustee Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral TrusteeAgent. The Collateral Trustee shall have the right, at any time in its discretion and without notice to any Pledgor, to transfer to or to register in the name of the Collateral Trustee or any of its nominees any or all of the certificates and instruments representing or evidencing the Security Collateral, if any, subject only to the revocable rights specified in Section 9(a). In addition, the Collateral Trustee Agent shall have the right at any time following the occurrence and during the continuation of an Event of Default to exchange certificates or instruments representing or evidencing Security Collateral, if any, Collateral for certificates or instruments of smaller or larger denominations.
(b) At such time as any Pledgor has or acquires With respect to any Security Collateral in which such Pledgor has any right, title or interest and that constitutes an “uncertificated security” (within , the meaning of Article 8 relevant Grantor will, at the request of the UCC)Collateral Agent, if such Pledgor will issuer is a Subsidiary of such Grantor (or, if otherwise, use its commercially reasonable efforts to to), cause the issuer thereof to agree in an authenticated record substantially in the form of Exhibit B with such Pledgor Grantor and the Collateral Trustee Agent that such issuer will comply with instructions with respect to such security originated by the Collateral Trustee Agent without further consent of such PledgorGrantor, such authenticated record agreement to be in form and substance reasonably satisfactory to such issuer and the Collateral TrusteeAgent (such agreement being an “Uncertificated Security Control Agreement”).
(c) With respect to any Pledged Equity Security Collateral that constitutes a security entitlement as to which the financial institution acting as Collateral Agent hereunder is not the securities intermediary, the relevant Grantor will use commercially reasonable efforts to cause the securities intermediary with respect to such security entitlement to agree with such Grantor and the Collateral Agent that such securities intermediary will comply with entitlement orders originated by the Collateral Agent without further consent of such Grantor, such agreement to be in which form and substance reasonably satisfactory to the Collateral Agent (a “Securities Account Control Agreement” or “Securities/Deposit Account Control Agreement,” respectively) ; provided, however, this Section 4(c) shall not apply to any Pledgor has any securities account or accounts of the Grantors to the extent the aggregate balance of such account or accounts does not exceed $1,000,000.
(d) The Collateral Agent shall have the right, title at any time following the occurrence and during the continuation of an Event of Default in its discretion and without notice to any Grantor, to transfer to or interest and that is not a security (within to register in the meanings of Article 8 and Article 9 name of the UCCCollateral Agent or any of its nominees any or all of the Security Collateral, subject only to the revocable rights specified in Section 15(a).
(e) Upon the request of the Collateral Agent, such Pledgor each Grantor will notify each such issuer of Pledged Equity Securities Collateral granted by it hereunder that such Pledged Equity Securities Collateral is subject to the security interest granted hereunder.
(d) With respect to any Pledged Debt in which any Pledgor has any right, title or interest, the Pledgor will notify each such issuer of Pledged Debt that such Pledged Debt is subject to the security interest granted hereunder.
(e) If, at any time, an issuer converts any Pledged Equity into a “security” within the meaning of Articles 8 and 9 of the UCC, the relevant Pledgor will either (i) use its commercially reasonable efforts to cause the issuer of such Pledged Equity to issue certificates or instruments evidencing or representing the Pledged Equity and deliver the originals of such certificates or instruments promptly to the Collateral Trustee (or as directed by the Collateral Trustee), and, if it or any Person other than the relevant Pledgor, receives any such certificates or instruments, shall promptly deliver or cause to be delivered to the Collateral Trustee, the originals of such certificates or instruments or (ii) if the security is an uncertificated security (within the meaning of Article 8 of the UCC), use its commercially reasonable efforts to cause the issuer of such Pledged Equity to enter into an Uncertificated Securities Control Agreement pursuant to clause (b) above.
(f) At such time as any Pledgor has or acquires any Security Collateral in which such Pledgor has any right, title or interest and that is not a security (within the meaning of Article 8 of the UCC), such Pledgor agrees that the Collateral Trustee may file a financing statement in the relevant jurisdiction.
(g) No Pledgor shall take or omit to take any action which would or could reasonably be expected to have the result of materially adversely affecting or impairing the Liens in favor of the Collateral Trustee and the holders of Parity Lien Obligations with respect to the Collateral.
Appears in 1 contract
Delivery and Control of Security Collateral. (a) Any All certificates or instruments representing or evidencing Security Collateral, other than publicly traded Security Collateral issued by any Person that is not a Loan Party or any Subsidiary with an aggregate value of less than $15,000, shall be delivered to and held by or on behalf of the Collateral Trustee Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral Trustee. The Collateral Trustee Agent; provided that with respect to Pledged Debt of an aggregate principal amount of no more than $1,000,000, no instrument shall have the right, at any time in its discretion and without notice be required to any Pledgor, be delivered to transfer to or to register in the name of the Collateral Trustee or any of its nominees any or all of the certificates and instruments representing or evidencing the Security Collateral, if any, subject only to the revocable rights specified in Section 9(aAgent under this clause (a). In addition, the Collateral Trustee shall have the right at any time to exchange certificates or instruments representing or evidencing Security Collateral, if any, for certificates or instruments of smaller or larger denominations.
(b) At such time as any Pledgor has or acquires With respect to any Security Collateral, other than publicly traded Security Collateral in which such Pledgor has issued by any rightPerson that is not a Loan Party or any Subsidiary with an aggregate value of less than $15,000, title or interest and that constitutes an “uncertificated security” , the relevant Grantor will cause the issuer (within or, in the meaning case such issuer is not a Subsidiary of Article 8 of the UCC)any Grantor, such Pledgor will use its commercially reasonable efforts to cause such issuer) thereof either (i) to register the issuer thereof Collateral Agent as the registered owner of such security or (ii) to agree in an authenticated record substantially in the form of Exhibit B with such Pledgor Grantor and the Collateral Trustee Agent that such issuer will will, upon the occurrence and during the continuance of an Event of Default that has not been waived, comply with instructions with respect to such security originated by the Collateral Trustee Agent without further consent of such PledgorGrantor, such authenticated record agreement to be in form and substance reasonably satisfactory to such issuer and the Collateral TrusteeAgent (such agreement being an “Uncertificated Security Control Agreement”).
(c) With respect to any Pledged Equity in securities account and any Security Collateral that constitutes a security entitlement as to which any Pledgor has any right, title or interest and that the financial institution acting as Collateral Agent hereunder is not the securities intermediary, the relevant Grantor will cause the securities intermediary with respect to such Account or security entitlement to agree with such Grantor and the Collateral Agent that such securities intermediary will, upon the occurrence and during the continuance of an Event of Default that has not been waived, comply with entitlement orders originated by the Collateral Agent without further consent of such Grantor, such agreement to be in form and substance reasonably satisfactory to the Collateral Agent (a security “Securities Account Control Agreement”); provided, however, this Section 5(c) shall not apply to securities accounts with an aggregate balance of no more than $1,000,000.
(within d) Upon the meanings of Article 8 and Article 9 request of the UCC)Collateral Agent following the occurrence and during the continuance of an Event of Default, such Pledgor each Grantor will notify each such issuer of Pledged Equity Security Collateral granted by it hereunder that such Pledged Equity Security Collateral is subject to the security interest granted hereunder.
(d) With respect to any Pledged Debt in which any Pledgor has any right, title or interest, the Pledgor will notify each such issuer of Pledged Debt that such Pledged Debt is subject to the security interest granted hereunder.
(e) If, at any time, an issuer converts any Pledged Equity into a “security” within the meaning of Articles 8 and 9 of the UCC, the relevant Pledgor will either (i) use its commercially reasonable efforts to cause the issuer of such Pledged Equity to issue certificates or instruments evidencing or representing the Pledged Equity and deliver the originals of such certificates or instruments promptly to the Collateral Trustee (or as directed by the Collateral Trustee), and, if it or any Person other than the relevant Pledgor, receives any such certificates or instruments, shall promptly deliver or cause to be delivered to the Collateral Trustee, the originals of such certificates or instruments or (ii) if the security is an uncertificated security (within the meaning of Article 8 of the UCC), use its commercially reasonable efforts to cause the issuer of such Pledged Equity to enter into an Uncertificated Securities Control Agreement pursuant to clause (b) above.
(f) At such time as any Pledgor has or acquires any Security Collateral in which such Pledgor has any right, title or interest and that is not a security (within the meaning of Article 8 of the UCC), such Pledgor agrees that the Collateral Trustee may file a financing statement in the relevant jurisdiction.
(g) No Pledgor shall take or omit to take any action which would or could reasonably be expected to have the result of materially adversely affecting or impairing the Liens in favor of the Collateral Trustee and the holders of Parity Lien Obligations with respect to the Collateral.
Appears in 1 contract
Delivery and Control of Security Collateral. (a) Any certificates All certificates, if any, representing or evidencing the Pledged Interests (other than Equity Interests of non-wholly owned Subsidiaries with a fair market value of less than $7,500,000) and all instruments representing or evidencing Security Collateral the Pledged Debt in an aggregate principal amount in excess of $7,500,000 (other than any short-term intercompany current liabilities incurred in the ordinary course of business and consistent with past practice in connection with the cash management operations of the Lux Borrower and its Restricted Subsidiaries) shall be promptly delivered to and held by or on behalf of the Collateral Trustee Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral TrusteeAgent. The During the continuation of an Event of Default, the Collateral Trustee Agent shall have the right, at any time in its discretion and without notice to any PledgorGrantor, to (i) transfer to or to register in the name of the Collateral Trustee Agent or any of its nominees any or all of the certificates and instruments representing or evidencing the Security Collateral, if any, subject only to the revocable rights specified in Section 9(a11(a). In addition, the Collateral Trustee shall have the right at any time to (ii) exchange certificates or instruments representing or evidencing Security Collateral, if any, Collateral for certificates or instruments of smaller or larger denominationsdenominations and (iii) convert Security Collateral consisting of Financial Assets credited to any Securities Account to Security Collateral consisting of Financial Assets held directly by the Collateral Agent, and to convert Security Collateral consisting of Financial Assets held directly by the Collateral Agent to Security Collateral consisting of Financial Assets credited to any Securities Account.
(b) At such time as any Pledgor During the continuation of an Event of Default and after the Collateral Agent has or acquires given notice to the applicable Grantor of its intent to exercise remedies, with respect to any Security Collateral in which such Pledgor any Grantor has any right, title or interest and that constitutes (i) is not an “uncertificated security” (within , promptly upon the meaning of Article 8 request of the UCC)Collateral Agent, such Pledgor Grantor will use its commercially reasonable efforts notify each issuer of Pledged Interests that such Pledged Interests are subject to the security interests granted hereunder or (ii) is an uncertificated security, promptly upon the request of the Collateral Agent, such Grantor will cause the issuer thereof either (A) to register the Collateral Agent as the registered owner of such security or (B) to agree in an authenticated record substantially in the form of Exhibit B with such Pledgor Grantor and the Collateral Trustee Agent that such issuer will comply with instructions with respect to such security originated by the Collateral Trustee Agent without further consent of such PledgorGrantor, such authenticated record to be in form and substance reasonably satisfactory to such issuer and the Collateral TrusteeAgent.
(c) With Each Grantor agrees that to the extent each interest in any limited liability company or limited partnership controlled now or in the future by such Grantor and pledged hereunder is a “security” within the meaning of Article 8 of the UCC and is governed by Article 8 of the UCC, (i) such interest shall be certificated and (ii) each such interest shall at all times hereafter continue to be such a security and represented by such certificate. Each Grantor further acknowledges and agrees that with respect to any Pledged Equity interest in which any Pledgor has any right, title limited liability company or interest limited partnership controlled now or in the future by such Grantor and pledged hereunder that is not a security (“security” within the meanings meaning of Article 8 and Article 9 of the UCC), such Pledgor will notify each Grantor shall at no time elect to treat any such issuer interest as a “security” within the meaning of Pledged Equity that Article 8 of the UCC, nor shall such Pledged Equity is subject interest be represented by a certificate, unless such Grantor provides written notification to the security Collateral Agent of such election and such interest granted hereunderis thereafter represented by a certificate that is promptly delivered to the Collateral Agent pursuant to the terms hereof.
(d) With respect to any Pledged Debt in which any Pledgor has any rightDuring the continuation of an Event of Default, title or interestpromptly upon the request of the Collateral Agent, the Pledgor such Grantor will notify each such issuer of Pledged Debt that such Pledged Debt is subject to the security interest interests granted hereunder.
(e) If, at any time, an issuer converts any Pledged Equity into a “security” within the meaning of Articles 8 and 9 of the UCC, the relevant Pledgor will either (i) use its commercially reasonable efforts to cause the issuer of such Pledged Equity to issue certificates or instruments evidencing or representing the Pledged Equity and deliver the originals of such certificates or instruments promptly to the Collateral Trustee (or as directed by the Collateral Trustee), and, if it or any Person other than the relevant Pledgor, receives any such certificates or instruments, shall promptly deliver or cause to be delivered to the Collateral Trustee, the originals of such certificates or instruments or (ii) if the security is an uncertificated security (within the meaning of Article 8 of the UCC), use its commercially reasonable efforts to cause the issuer of such Pledged Equity to enter into an Uncertificated Securities Control Agreement pursuant to clause (b) above.
(f) At such time as any Pledgor has or acquires any Security Collateral in which such Pledgor has any right, title or interest and that is not a security (within the meaning of Article 8 of the UCC), such Pledgor agrees that the Collateral Trustee may file a financing statement in the relevant jurisdiction.
(g) No Pledgor shall take or omit to take any action which would or could reasonably be expected to have the result of materially adversely affecting or impairing the Liens in favor of the Collateral Trustee and the holders of Parity Lien Obligations with respect to the Collateral.
Appears in 1 contract
Samples: Credit Agreement (Ortho Clinical Diagnostics Holdings PLC)
Delivery and Control of Security Collateral. (a) Any All certificates or instruments representing or evidencing Security Collateral shall be delivered to and held by or on behalf of the Collateral Trustee Trustees pursuant hereto to this Agreement and the Collateral Trust Agreement and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Collateral TrusteeTrustees. The Collateral Trustee Trustees shall have the right, at any time after the occurrence and during the continuance of a Collateral Trust Agreement Default, in its their discretion and without notice to any PledgorGrantor, to transfer to or to register in the name of the Collateral Trustee Trustees or any of its their nominees any or all of the certificates and instruments representing or evidencing the Security Collateral, if any, subject only to the revocable rights specified in Section 9(a10, and subject to the Remedies Limitations (as defined in Section 7(i)). In addition, the Collateral Trustees shall have the right at any time, after the occurrence and during the continuance of a Collateral Trust Agreement Default, to exchange certificates or instruments representing or evidencing Security Collateral for certificates or instruments of smaller or larger denominations. Also, the Collateral Trustee shall have the right at any time time, after the occurrence and during the continuance of a Collateral Trust Agreement Default, to exchange certificates or instruments representing or evidencing convert Security Collateral, if any, for certificates or instruments Collateral consisting of smaller or larger denominationsfinancial assets credited to the Securities Accounts to Security Collateral consisting of financial assets held directly by the Collateral Trustee.
(b) At such time as any Pledgor has or acquires With respect to any Security Collateral in which such Pledgor any Grantor has any right, title or interest and that constitutes an “uncertificated security” (within , subject to the meaning of Article 8 of the UCC)Remedies Limitations, such Pledgor Grantor will use its commercially reasonable efforts to cause the issuer thereof either (i) to register the Collateral Trustees as the registered owners of such security or (ii) to agree in an authenticated record substantially in the form of Exhibit B with such Pledgor Grantor and the Collateral Trustee Trustees that such issuer will comply with instructions with respect to such security originated by the Collateral Trustee Trustees without further consent of such PledgorGrantor, such authenticated record to be in form and substance satisfactory to such issuer and the Collateral Trustee.
(c) Trustees. With respect to any Pledged Equity Security Collateral in which any Pledgor Grantor has any right, title or interest and that is not a security (within an uncertificated security, upon the meanings of Article 8 and Article 9 request of the UCC)Collateral Trustees, such Pledgor Grantor will notify each such issuer of Pledged Equity that such Pledged Equity is subject to the security interest granted hereunder.
(d) With respect to any Pledged Debt in which any Pledgor has any right, title or interest, hereunder and the Pledgor Borrower will notify each such issuer of Pledged Debt that such Pledged Debt is subject to the security interest granted hereunder.
(ec) If, at any time, an issuer converts any Pledged Equity into a “security” within the meaning of Articles 8 and 9 of the UCC, the relevant Pledgor will either (i) use its commercially reasonable efforts With respect to cause the issuer of such Pledged Equity to issue certificates or instruments evidencing or representing the Pledged Equity and deliver the originals of such certificates or instruments promptly to the Collateral Trustee (or as directed by the Collateral Trustee), and, if it or any Person other than the relevant Pledgor, receives any such certificates or instruments, shall promptly deliver or cause to be delivered to the Collateral Trustee, the originals of such certificates or instruments or (ii) if the security is an uncertificated security (within the meaning of Article 8 of the UCC), use its commercially reasonable efforts to cause the issuer of such Pledged Equity to enter into an Uncertificated Securities Control Agreement pursuant to clause (b) above.
(f) At such time as any Pledgor has or acquires any Security Collateral in which such Pledgor the Borrower has any right, title or interest and that constitutes a security entitlement in which the Collateral Trustees are not the entitlement holders, the Borrower will cause the securities intermediary with respect to such security entitlement either (i) to identify in its records the Collateral Trustees as the entitlement holders of such security entitlement against such securities intermediary or (ii) to agree in an authenticated record with the Borrower and the Collateral Trustees that such securities intermediary will comply with entitlement orders (that is, notifications communicated to such securities intermediary directing transfer or redemption of the financial asset to which such Grantor has a security entitlement) originated by the Collateral Trustees upon the occurrence and during the continuance of a Collateral Trust Agreement Default, without further consent of such Grantor, such authenticated record to be in substantially the form of Exhibit D hereto or otherwise in form and substance satisfactory to the Collateral Trustees (such agreement being a "Securities Account Control Agreement").
(d) The Borrower agrees that it will not add any securities intermediary that maintains a securities account for the Borrower or open any new securities account with any then existing Securities Intermediary unless (i) the Collateral Trustees and the Required Representatives shall have received at least 10 days' prior written notice of such additional securities intermediary or such new securities account and (ii) the Collateral Trustees shall have received, in the case of a Securities Account that is maintained by a Securities Intermediary that is not the Corporate Trustee, a security Securities Account Control Agreement authenticated by such new securities intermediary and the Borrower, or a supplement to an existing Securities Account Control Agreement with such then existing Securities Intermediary, covering such new securities account (within and, upon the meaning receipt by the Collateral Trustees of Article 8 such Securities Account Control Agreement or supplement, Schedule VI hereto shall be automatically amended to include such new Securities Account). The Borrower agrees that it will not terminate any Securities Account, except that the Borrower may terminate a Securities Account, if it gives the Collateral Trustees and the Required Representatives at least 10 days' prior written notice of such termination (and, upon such termination, Schedule VI hereto shall be automatically amended to delete such Securities Intermediary and Securities Account). The Borrower will not change or add any securities intermediary that maintains any securities account in which any of the UCCCollateral is credited or carried, or change or add any such securities account, in each case without first complying with the provisions of this Section 4 in order to continuously perfect the security interest granted hereunder in such Collateral.
(e) The Borrower shall, with respect to each Securities Account set forth on Part B of Schedule VIII hereto (the "Other Securities Accounts"), within 7 days of the date of this Agreement (x) terminate such Pledgor agrees that Other Securities Account, at which time Schedule VI and Part B of Schedule VIII hereto shall be automatically amended to delete such Securities Account and Other Securities Account, respectively or (y) enter into a Securities Account Control Agreement with respect to such Other Securities Account, at which time Part B of Schedule VIII shall be automatically amended to delete such Other Securities Account.
(f) Upon any termination by the Collateral Trustee may file a financing statement Borrower of any Securities Account by the Borrower, or any Securities Intermediary with respect thereto, the Borrower will immediately transfer all funds and property held in the relevant jurisdictionsuch terminated Securities Account to another Securities Account listed in Schedule VI.
(g) No Pledgor Upon the occurrence and during the continuance of a Collateral Trust Agreement Default, the Collateral Trustees shall take or omit to take any action which would or could reasonably be expected to have the result right to originate a Notice of materially adversely affecting or impairing Exclusive Control (as such term is defined in the Liens in favor of the Collateral Trustee and the holders of Parity Lien Obligations applicable Securities Account Control Agreement) with respect to any Securities Account and thereafter shall have the Collateralsole and exclusive right to direct the disposition of the funds and assets with respect to any such Securities Account.
Appears in 1 contract
Samples: Security Agreement (Aes Corporation)
Delivery and Control of Security Collateral. Subject to the Intercreditor Agreement:
(a) Any All certificates or instruments representing or evidencing Security Collateral (if certificated) shall be delivered to and held by or on behalf of the Collateral Trustee Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral TrusteeAgent; provided that no Grantor shall be required to deliver an instrument representing Pledged Debt if the amount of such Pledged Debt is less than $250,000. The Collateral Trustee shall have After the right, at any time in its discretion occurrence and without notice to any Pledgor, to transfer to or to register in during the name continuance of the Collateral Trustee or any an Event of its nominees any or all of the certificates and instruments representing or evidencing the Security Collateral, if any, subject only to the revocable rights specified in Section 9(a). In additionDefault, the Collateral Trustee Agent shall have the right at any time to exchange certificates or instruments representing or evidencing Security Collateral, if any, Collateral for certificates or instruments of smaller or larger denominations.
(b) At such time as any Pledgor has or acquires With respect to any Security Collateral in which such Pledgor has any right, title or interest and that constitutes an “uncertificated security” (within the meaning of security that is at any time subject to Article 8 of the UCC)UCC and is not held in a Securities Account, such Pledgor the relevant Grantor will use its commercially reasonable efforts cause, to cause the extent permitted by applicable law, each issuer thereof that is a Subsidiary of such Grantor to agree execute and deliver to the Collateral Agent an acknowledgment of the pledge of such Security Collateral in an authenticated record substantially in a form and substance that is reasonably satisfactory to the form of Exhibit B with such Pledgor Borrower and the Collateral Trustee that Agent (such issuer will comply with instructions with respect to such security originated by the Collateral Trustee without further consent of such Pledgor, such authenticated record to be in form and substance satisfactory to such issuer and the Collateral Trusteeagreement being an “Uncertificated Security Control Agreement”).
(c) With respect to (i) the Securities Accounts and (ii) any Pledged Equity in Security Collateral that constitutes a security entitlement as to which any Pledgor has any right, title or interest and that the financial institution acting as Collateral Agent hereunder is not a the securities intermediary, the relevant Grantor will cause the securities intermediary with respect to each such account or security entitlement either (within A) to identify in its records the meanings Collateral Agent as the entitlement holder thereof or (B) to agree with such Grantor and the Collateral Agent that such securities intermediary will comply with entitlement orders originated by the Collateral Agent without further consent of Article 8 and Article 9 of the UCC)such Grantor, such Pledgor will notify each such issuer agreement to be in form and substance reasonably satisfactory to the Borrower and Collateral Agent (a “Securities Account Control Agreement”); provided, however, any Securities Account with an aggregate value of Pledged Equity less than $500,000; provided further that such Pledged Equity is the aggregate value of all Securities Accounts not subject to the security interest granted hereunderrequirements of this Section 4(c) shall not exceed $1,500,000 at any one time outstanding; provided further that the Collateral Agent will (i) not give any such orders except after the occurrence and during the continuance of an Event of Default and (ii) upon cure (but not a partial cure) or waiver of any previously continuing Event of Default, the Collateral Agent shall take such action, at the expense of such Grantor, as shall be reasonably necessary to reconvey to such Grantor the right to give entitlement orders and instructions or directions to any issuer of uncertificated securities or securities intermediary.
(d) With respect to any Pledged Debt in which any Pledgor has any rightUpon the request of the Collateral Agent following the occurrence and during the continuance of an Event of Default, title or interest, the Pledgor each Grantor will notify each such issuer of Pledged Debt Securities Collateral (other than any other Loan Party) in which a security interest has been granted by it hereunder that such Pledged Debt Securities Collateral is subject to the security interest granted hereunder.
(e) IfNotwithstanding anything contained in this Section 4, at any time, an issuer converts any Pledged Equity into a “security” within so long as the meaning of Articles 8 and 9 of the UCC, the relevant Pledgor will either Term Loan Collateral Agent (i) use its commercially reasonable efforts to cause the issuer of such Pledged Equity to issue certificates or instruments evidencing or representing the Pledged Equity and deliver the originals of such certificates or instruments promptly to the Collateral Trustee (or as directed by the Collateral Trustee), and, if it or any Person other than the relevant Pledgor, receives any such certificates or instruments, shall promptly deliver or cause to be delivered to the Collateral Trustee, the originals of such certificates or instruments or (ii) if the security is an uncertificated security (within the meaning of Article 8 of the UCC), use its commercially reasonable efforts to cause the issuer of such Pledged Equity to enter into an Uncertificated Securities Control Agreement pursuant to clause (b) above.
(f) At such time as any Pledgor has or acquires any Security Collateral in which such Pledgor has any right, title or interest and that is not a security (within the meaning of Article 8 of the UCC), such Pledgor agrees that the Collateral Trustee may file a financing statement defined in the relevant jurisdiction.
(gIntercreditor Agreement) No Pledgor shall take or omit to take any action which would or could reasonably be expected to have the result of materially adversely affecting or impairing the Liens in favor is acting as bailee and as agent for perfection on behalf of the Collateral Trustee and the holders of Parity Lien Obligations with respect Agent pursuant to the Collateralterms of the Intercreditor Agreement, any obligation of any Grantor in this Agreement that requires delivery of Collateral to, or the possession of Collateral with, the Collateral Agent shall be deemed complied with and satisfied in the event that such delivery of Collateral has been made to, or such possession of Collateral is with, the Term Loan Collateral Agent (as defined in the Intercreditor Agreement).
Appears in 1 contract
Samples: Asset Based Loan Credit Agreement (Express Parent LLC)
Delivery and Control of Security Collateral. (a) Any All certificates or instruments representing or evidencing Security Collateral (other than instruments consisting of promissory notes, a security interest in which may be perfected by filing, provided that such instruments shall not be pledged as collateral and delivered to a third party) shall be delivered to and held by or on behalf of the Collateral Trustee Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Collateral TrusteeAgent. The Collateral Trustee Agent shall have the right, at any time in its discretion and without for reasonable credit purposes and with notice to any Pledgorthe applicable Grantor, to transfer to or to register in the name of the Collateral Trustee Agent or any of its nominees any or all of the certificates and instruments representing or evidencing the Security Collateral, if any, subject only to the revocable rights specified in Section 9(a14(a). In addition, the Collateral Trustee shall have the right at any time to exchange certificates or instruments representing or evidencing Security Collateral, if any, for certificates or instruments of smaller or larger denominations.
(b) At such time as any Pledgor has or acquires With respect to any Security Collateral with a value in excess of $500,000 in which such Pledgor any Grantor has any right, title or interest and that constitutes an “uncertificated security” (within the meaning of Article 8 of the UCC), such Pledgor Grantor will use its commercially reasonable efforts to cause the issuer thereof either (i) to register the Collateral Agent as the registered owner of such security or (ii) to agree in an authenticated record substantially in the form of Exhibit B with such Pledgor Grantor and the Collateral Trustee Agent that such issuer will comply with instructions with respect to such security originated by the Collateral Trustee Agent without further consent of such PledgorGrantor, such authenticated record to be in form and substance satisfactory to such issuer and the Collateral TrusteeAgent.
(c) With respect to any Pledged Equity each Securities Account in which any Pledgor has any right, title or interest and that the Collateral Agent is not the entitlement holder, such Grantor will cause the securities intermediary with respect to such security entitlement either (i) to identify in its records the Collateral Agent as the entitlement holder of such security entitlement against such securities intermediary or (ii) to agree in an authenticated record with such Grantor and the Collateral Agent that such securities intermediary will comply with entitlement orders (that is, notifications communicated to such securities intermediary directing transfer or redemption of the financial asset to which such Grantor has a security (within entitlement) originated by the meanings Collateral Agent without further consent of Article 8 and Article 9 of the UCC)such Grantor, such Pledgor will notify each such issuer of Pledged Equity that such Pledged Equity is subject authenticated record to be in form and substance satisfactory to the security interest granted hereunderCollateral Agent (such agreement being a “Securities Account Control Agreement”).
(d) With respect to No Grantor will change or add any Pledged Debt securities intermediary that maintains any Securities Account in which any Pledgor has of the Collateral is credited or carried, or change or add any rightsuch Securities Account, title or interestin each case without first complying with the above provisions of this Section 4 in order to perfect the security interest granted hereunder in such Collateral.
(f) Upon the request of the Collateral Agent upon the occurrence and during the continuance of an Event of Default, the Pledgor such Grantor will notify each such issuer of Pledged Debt that such Pledged Debt is subject to the security interest granted hereunder.
(e) If, at any time, an issuer converts any Pledged Equity into a “security” within the meaning of Articles 8 and 9 of the UCC, the relevant Pledgor will either (i) use its commercially reasonable efforts to cause the issuer of such Pledged Equity to issue certificates or instruments evidencing or representing the Pledged Equity and deliver the originals of such certificates or instruments promptly to the Collateral Trustee (or as directed by the Collateral Trustee), and, if it or any Person other than the relevant Pledgor, receives any such certificates or instruments, shall promptly deliver or cause to be delivered to the Collateral Trustee, the originals of such certificates or instruments or (ii) if the security is an uncertificated security (within the meaning of Article 8 of the UCC), use its commercially reasonable efforts to cause the issuer of such Pledged Equity to enter into an Uncertificated Securities Control Agreement pursuant to clause (b) above.
(f) At such time as any Pledgor has or acquires any Security Collateral in which such Pledgor has any right, title or interest and that is not a security (within the meaning of Article 8 of the UCC), such Pledgor agrees that the Collateral Trustee may file a financing statement in the relevant jurisdiction.
(g) No Pledgor shall take or omit to take any action which would or could reasonably be expected to have the result of materially adversely affecting or impairing the Liens in favor of the Collateral Trustee and the holders of Parity Lien Obligations with respect to the Collateral.
Appears in 1 contract
Delivery and Control of Security Collateral. (a) Any All certificates or instruments representing or evidencing Security Collateral shall be delivered to and held by or on behalf of the Collateral Trustee Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral TrusteeAgent. The If an Event of Default shall have occurred and be continuing, the Collateral Trustee Agent shall have the right, right (i) at any time to exchange certificates or instruments representing or evidencing Security Collateral for certificates or instruments of smaller or larger denominations and (ii) at any time in its discretion and without notice to any PledgorGrantor, to transfer to or to register in the name of the Collateral Trustee Agent or any of its nominees any or all of the certificates and instruments representing or evidencing the Security Collateral, if any, subject only to the revocable rights specified in Section 9(a14(a). In addition, the Collateral Trustee shall have the right at any time to exchange certificates or instruments representing or evidencing Security Collateral, if any, for certificates or instruments of smaller or larger denominations.
(b) At such time as any Pledgor has or acquires With respect to any Security Collateral in which such Pledgor any Grantor has any right, title or interest and that constitutes an “uncertificated security” (within the meaning of Article 8 of the UCC), such Pledgor Grantor will cause any issuer thereof that is a Loan Party or a Subsidiary of a Loan Party, and will use its commercially reasonable efforts to cause the issuer thereof if such issuer is not a Loan Party or a Subsidiary of a Loan Party, either (i) to register the Collateral Agent as the registered owner of such security or (ii) to agree in an authenticated record substantially in the form of Exhibit B with such Pledgor Grantor and the Collateral Trustee Agent that such issuer will comply with instructions with respect to such security originated by the Collateral Trustee Agent without further consent of such PledgorGrantor, such authenticated record to be in form and substance satisfactory to such issuer and the Collateral Trustee.
(c) Agent. With respect to any Pledged Equity Security Collateral in which any Pledgor Grantor has any right, title or interest and that is not a security (within an uncertificated security, upon the meanings of Article 8 and Article 9 request of the UCC)Collateral Agent upon the occurrence and during the continuance of an Event of Default, such Pledgor Grantor will notify each such issuer of Pledged Equity Interests pledged by such Grantor that such Pledged Equity Interests is subject to the security interest granted hereunder.
(dc) With respect to any Pledged Debt Security Collateral in which any Pledgor Grantor has any right, title or interestinterest and that constitutes a security entitlement in which the Collateral Agent is not the entitlement holder, such Grantor will cause the Pledgor securities intermediary with respect to such security entitlement either (i) to identify in its records the Collateral Agent as the entitlement holder of such security entitlement against such securities intermediary or (ii) no later than 60 days after the date hereof (or such later date as may be specified by the Collateral Agent in its sole discretion), to agree in an authenticated record with such Grantor and the Collateral Agent that such securities intermediary will comply with entitlement orders (that is, notifications communicated to such securities intermediary directing transfer or redemption of the financial asset to which such Grantor has a security entitlement) originated by the Collateral Agent without further consent of such Grantor, such authenticated record to be in substantially the form of Exhibit B hereto or otherwise in form and substance reasonably satisfactory to the Collateral Agent.
(d) No Grantor will change or add any securities intermediary that maintains any securities account in which any of the Collateral is credited or carried, or change or add any such securities account, without first complying with the above provisions of this Section 4 in order to perfect the security interest granted hereunder in such Collateral.
(e) Upon the request of the Collateral Agent upon the occurrence and during the continuance of an Event of Default, such Grantor will notify each such issuer of Pledged Debt that such Pledged Debt pledged by such Grantor is subject to the security interest granted hereunder.
(e) If, at any time, an issuer converts any Pledged Equity into a “security” within the meaning of Articles 8 and 9 of the UCC, the relevant Pledgor will either (i) use its commercially reasonable efforts to cause the issuer of such Pledged Equity to issue certificates or instruments evidencing or representing the Pledged Equity and deliver the originals of such certificates or instruments promptly to the Collateral Trustee (or as directed by the Collateral Trustee), and, if it or any Person other than the relevant Pledgor, receives any such certificates or instruments, shall promptly deliver or cause to be delivered to the Collateral Trustee, the originals of such certificates or instruments or (ii) if the security is an uncertificated security (within the meaning of Article 8 of the UCC), use its commercially reasonable efforts to cause the issuer of such Pledged Equity to enter into an Uncertificated Securities Control Agreement pursuant to clause (b) above.
(f) At such time as any Pledgor has or acquires any Security Collateral in which such Pledgor has any right, title or interest and that is not a security (within the meaning of Article 8 of the UCC), such Pledgor agrees that the Collateral Trustee may file a financing statement in the relevant jurisdiction.
(g) No Pledgor shall take or omit to take any action which would or could reasonably be expected to have the result of materially adversely affecting or impairing the Liens in favor of the Collateral Trustee and the holders of Parity Lien Obligations with respect to the Collateral.
Appears in 1 contract
Samples: First Lien Security Agreement (Terremark Worldwide Inc)
Delivery and Control of Security Collateral. (a) Any All certificates or instruments representing or evidencing Security Collateral shall be delivered to and held by or on behalf of the Collateral Trustee Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Agent. For the better perfection of the Agent's rights in and to the Security Collateral, if requested by the Banks, each Grantor shall forthwith, upon the pledge hereunder of any Security Collateral Trustee. The Collateral Trustee shall have the pursuant to SECTION 1 hereof in which it has any right, at any time in its discretion and without notice title or interest, cause such Security Collateral to any Pledgor, to transfer to or to register be registered in the name of the Collateral Trustee Agent or any such of its nominees any or all of as the certificates and instruments representing or evidencing the Security Collateral, if anyAgent may direct, subject only to the revocable rights specified in Section 9(a15(a). In addition, the Collateral Trustee Agent shall have the right at any time after the occurrence of an Event of Default to exchange certificates or instruments representing or evidencing Security Collateral, if any, Collateral for certificates or instruments of smaller or larger denominations. Also, the Agent shall have the right at any time to convert Security Collateral consisting of financial assets credited to the Securities Account to Security Collateral consisting of financial assets held directly by the Agent, and to convert Security Collateral consisting of financial assets held directly by the Agent to Security Collateral consisting of financial assets credited to the Securities Account.
(b) At such time as any Pledgor has or acquires With respect to any Security Collateral in which such Pledgor any Grantor has any right, title or interest and that constitutes an “uncertificated security” (within the meaning of Article 8 of the UCC), such Pledgor Grantor will use its commercially reasonable efforts to cause the issuer thereof either (i) to register the Agent as the registered owner of such security or (ii) to agree in an authenticated record substantially in the form of Exhibit B writing with such Pledgor Grantor and the Collateral Trustee Agent that such issuer will comply with instructions with respect to such security originated by the Collateral Trustee Agent without further consent of such PledgorGrantor, such authenticated record agreement to be in form and substance satisfactory to the Agent. Each Grantor which has issued any Pledged Shares pledged hereunder to any other Grantor hereby agrees that it will follow and comply with the instructions of the Agent with respect to such issuer and the Collateral TrusteePledged Shares without any further consent of such other Grantor.
(c) With respect to any Pledged Equity Security Collateral in which any Pledgor Grantor has any right, title or interest and that is not constitutes a security entitlement, such Grantor will cause the securities intermediary with respect to such security entitlement either (within i) to identify in its records the meanings Agent as the entitlement holder of Article 8 such security entitlement against such securities intermediary or (ii) to agree in writing with such Grantor and Article 9 the Agent that such securities intermediary will comply with entitlement orders (that is, notifications communicated to such securities intermediary directing transfer or redemption of the UCC)financial asset to which such Grantor has a security entitlement) originated by the Agent without further consent of such Grantor, such Pledgor will notify each such issuer agreement to be in substantially the form of Pledged Equity that such Pledged Equity is subject Exhibit C hereto or otherwise in form and substance satisfactory to the security interest granted hereunderAgent (such agreement being a "SECURITIES ACCOUNT CONTROL AGREEMENT"). The provisions of this Section 4(c) regarding a Securities Account Control Agreement shall not apply to Unblocked Accounts (as defined in Section 5(a)).
(d) With respect to any Pledged Debt in which any Pledgor has any right, title or interest, the Pledgor will notify each such issuer of Pledged Debt that such Pledged Debt is subject to the security interest granted hereunder.
(e) If, at any time, an issuer converts any Pledged Equity into a “security” within the meaning of Articles 8 and 9 of the UCC, the relevant Pledgor will either (i) use its commercially reasonable efforts to cause the issuer of such Pledged Equity to issue certificates or instruments evidencing or representing the Pledged Equity and deliver the originals of such certificates or instruments promptly to the Collateral Trustee (or as directed by the Collateral Trustee), and, if it or any Person other than the relevant Pledgor, receives any such certificates or instruments, shall promptly deliver or cause to be delivered to the Collateral Trustee, the originals of such certificates or instruments or (ii) if the security is an uncertificated security (within the meaning of Article 8 of the UCC), use its commercially reasonable efforts to cause the issuer of such Pledged Equity to enter into an Uncertificated Securities Control Agreement pursuant to clause (b) above.
(f) At such time as any Pledgor has or acquires any Security Collateral in which such Pledgor any Grantor has any right, title or interest and that is not constitutes a security (within the meaning of Article 8 of the UCC)commodity contract, such Pledgor agrees Grantor shall cause the commodity intermediary with respect to such commodity contract to agree in writing with such Grantor and the Agent that such commodity intermediary will apply any value distributed on account of such commodity contract as directed by the Collateral Trustee may file Agent without further consent of such Grantor, such agreement to be in substantially the form of Exhibit D hereto or otherwise in form and substance satisfactory to the Agent (such agreement being a financing statement in the relevant jurisdiction"COMMODITY ACCOUNT CONTROL AGREEMENT", and all such agreements, together with all Securities Account Control Agreements being, collectively, "CONTROL AGREEMENTS").
(ge) No Pledgor shall take Grantor will change or omit to take add any action securities intermediary or commodity intermediary that maintains any securities account or commodity account in which would or could reasonably be expected to have the result of materially adversely affecting or impairing the Liens in favor any of the Collateral Trustee and is credited or carried, or change or add any such securities account or commodity account, in each case without first complying with the holders above provisions of Parity Lien Obligations with respect this Section 4 in order to perfect the security interest granted hereunder in such Collateral.
Appears in 1 contract
Delivery and Control of Security Collateral. (a) Any certificates All certificates, if any, representing or evidencing the Pledged Interests (other than Equity Interests of non-wholly owned Subsidiaries with a fair market value of less than $7,500,000) and all instruments representing or evidencing Security Collateral the Pledged Debt in an aggregate principal amount in excess of $7,500,000 (other than any short-term intercompany current liabilities incurred in the ordinary course of business and consistent with past practice in connection with the cash management operations of the Dutch Borrower and its Restricted Subsidiaries) shall be promptly delivered to and held by or on behalf of the Collateral Trustee Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral TrusteeAgent. The During the continuation of an Event of Default, the Collateral Trustee Agent shall have the right, at any time in its discretion and without notice to any PledgorGrantor, unless such Security Collateral is ULC Shares, in which case prior notice to the applicable Grantor shall be required, to (i) transfer to or to register in the name of the Collateral Trustee Agent or any of its nominees any or all of the certificates and instruments representing or evidencing the Security Collateral, if any, subject only to the revocable rights specified in Section 9(a11(a). In addition, the Collateral Trustee shall have the right at any time to (ii) exchange certificates or instruments representing or evidencing Security Collateral, if any, Collateral for certificates or instruments of smaller or larger denominationsdenominations and (iii) convert Security Collateral consisting of Financial Assets credited to any Securities Account to Security Collateral consisting of Financial Assets held directly by the Collateral Agent, and to convert Security Collateral consisting of Financial Assets held directly by the Collateral Agent to Security Collateral consisting of Financial Assets credited to any Securities Account.
(b) At such time as any Pledgor has or acquires Promptly upon the request of the Collateral Agent, with respect to any Security Collateral (other than Equity Interests of non-wholly owned Subsidiaries with a fair market value of less than $7,500,000) in which such Pledgor any Grantor has any right, title or interest and that constitutes an “uncertificated security” (within the meaning security of Article 8 of the UCC)a Subsidiary, such Pledgor Grantor will use its commercially reasonable efforts to cause the issuer thereof either (i) to register the Collateral Agent as the registered owner of such security or (ii) to agree in an authenticated record substantially in the form of Exhibit B with such Pledgor Grantor and the Collateral Trustee Agent that such issuer will comply with instructions with respect to such security originated by the Collateral Trustee Agent without further consent of such PledgorGrantor, such authenticated record to be in form and substance reasonably satisfactory to such issuer and the Collateral Trustee.
(c) With Agent. During the continuation of an Event of Default, with respect to any Pledged Equity Security Collateral in which any Pledgor Grantor has any right, title or interest and that is not a security (within an uncertificated security, promptly upon the meanings of Article 8 and Article 9 request of the UCC)Collateral Agent, such Pledgor Grantor will notify each such issuer of Pledged Equity Interests that such Pledged Equity is Interests are subject to the security interest interests granted hereunder.
(dc) With Each Grantor agrees that (i) to the extent each interest in any limited liability company or limited partnership controlled now or in the future by such Grantor and pledged hereunder is a “security” within the meaning of the PPSA and is governed by the PPSA, such interest shall be certificated and (ii) each such interest shall at all times hereafter continue to be such a security and represented by such certificate. Each Grantor further acknowledges and agrees that with respect to any Pledged Debt interest in which any Pledgor has limited liability company or limited partnership controlled now or in the future by such Grantor and pledged hereunder that is not a “security” within the meaning of the PPSA, such Grantor shall at no time elect to treat any rightsuch interest as a “security” within the meaning of the PPSA, title or interestnor shall such interest be represented by a certificate, unless such Grantor provides written notification to the Pledgor Collateral Agent of such election and such interest is thereafter represented by a certificate that is promptly delivered to the Collateral Agent pursuant to the terms hereof.
(d) During the continuation of an Event of Default, promptly upon the request of the Collateral Agent, such Grantor will notify each such issuer of Pledged Debt that such Pledged Debt is subject to the security interest interests granted hereunder.
(e) If, at any time, an issuer converts any Pledged Equity into a “security” within the meaning of Articles 8 and 9 of the UCC, the relevant Pledgor will either (i) use its commercially reasonable efforts to cause the issuer of such Pledged Equity to issue certificates or instruments evidencing or representing the Pledged Equity and deliver the originals of such certificates or instruments promptly to the Collateral Trustee (or as directed by the Collateral Trustee), and, if it or any Person other than the relevant Pledgor, receives any such certificates or instruments, shall promptly deliver or cause to be delivered to the Collateral Trustee, the originals of such certificates or instruments or (ii) if the security is an uncertificated security (within the meaning of Article 8 of the UCC), use its commercially reasonable efforts to cause the issuer of such Pledged Equity to enter into an Uncertificated Securities Control Agreement pursuant to clause (b) above.
(f) At such time as any Pledgor has or acquires any Security Collateral in which such Pledgor has any right, title or interest and Each Grantor acknowledges that is not a security (within the meaning of Article 8 of the UCC), such Pledgor agrees that the Collateral Trustee may file a financing statement in the relevant jurisdiction.
(g) No Pledgor shall take or omit to take any action which would or could reasonably be expected to have the result of materially adversely affecting or impairing the Liens in favor certain of the Collateral Trustee may now or in the future consist of shares or other equity interests in the capital stock of an unlimited company or an unlimited liability company (“ULC Shares”), and that it is the holders intention of Parity Lien Obligations with respect the Collateral Agent and each Grantor that neither the Collateral Agent nor any other Secured Party should under any circumstances prior to realization thereon be held to be a “member” or a “shareholder”, as applicable, of an unlimited company or an unlimited liability company (“ULC”) for the Collateralpurposes of the Companies Act (Nova Scotia), the Business Corporations Act (Alberta), the Business Corporations Act (British Columbia), and any other present or future laws governing ULCs (“ULC Laws”).
Appears in 1 contract
Delivery and Control of Security Collateral. (a) Any Subject to the terms of the Intercreditor Agreement or any Other Intercreditor Agreement, (i) all certificates representing or evidencing the Pledged Interests and (ii) all instruments representing or evidencing indebtedness from time to time owed to any Grantor by Holdings, the Borrower or any of its Subsidiaries in an aggregate principal amount in excess of $7,500,000 (the “Pledged Debt” and, together with the Pledged Interests, the “Security Collateral Collateral”) shall be delivered to and held by or on behalf of the Collateral Trustee Administrative Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral TrusteeAdministrative Agent. The Collateral Trustee Subject to the terms of the Intercreditor Agreement or any Other Intercreditor Agreement, during the continuation of an Event of Default, the Administrative Agent shall have the right, at any time in its discretion and without notice to any PledgorGrantor, to (i) transfer to or to register in the name of the Collateral Trustee Administrative Agent or any of its nominees any or all of the certificates and instruments representing or evidencing the Security Collateral, if any, subject only to the revocable rights specified in Section 9(a11(a). In addition, the Collateral Trustee shall have the right at any time to (ii) exchange certificates or instruments representing or evidencing Security Collateral, if any, Collateral for certificates or instruments of smaller or larger denominations, and (iii) convert Financial Assets credited to any Securities Account to Security Collateral consisting of Financial Assets held directly by the Administrative Agent, and to convert Financial Assets held directly by the Administrative Agent to Security Collateral consisting of Financial Assets credited to any Securities Account.
(b) At such time as Subject to the terms of the Intercreditor Agreement or any Pledgor has or acquires Other Intercreditor Agreement, promptly upon the reasonable request of the Administrative Agent, with respect to any Security Collateral in which such Pledgor any Grantor has any right, title or interest and that constitutes an “uncertificated security” (within the meaning security of Article 8 of the UCC)a Subsidiary, such Pledgor Grantor will use its commercially reasonable efforts to cause the issuer thereof either (i) to register the Administrative Agent as the registered owner of such security or (ii) to agree in an authenticated record substantially in the form of Exhibit B with such Pledgor Grantor and the Collateral Trustee Administrative Agent that such issuer will comply with instructions with respect to such security originated by the Collateral Trustee Administrative Agent without further consent of such PledgorGrantor, such authenticated record to be in form and substance reasonably satisfactory to such issuer and the Collateral Trustee.
(c) With Administrative Agent. During the continuation of an Event of Default, with respect to any Pledged Equity Security Collateral in which any Pledgor Grantor has any right, title or interest and that is not a security (within an uncertificated security, promptly upon the meanings of Article 8 and Article 9 request of the UCC)Administrative Agent, such Pledgor Grantor will notify each such issuer of Pledged Equity Interests that such Pledged Equity Interests is subject to the security interest granted hereunder.
(dc) With respect to any Pledged Debt in which any Pledgor has any rightDuring the continuation of an Event of Default, title or interestpromptly upon the request of the Administrative Agent, the Pledgor such Grantor will notify each such issuer of Pledged Debt that such Pledged Debt is subject to the security interest granted hereunder.
(e) If, at any time, an issuer converts any Pledged Equity into a “security” within the meaning of Articles 8 and 9 of the UCC, the relevant Pledgor will either (i) use its commercially reasonable efforts to cause the issuer of such Pledged Equity to issue certificates or instruments evidencing or representing the Pledged Equity and deliver the originals of such certificates or instruments promptly to the Collateral Trustee (or as directed by the Collateral Trustee), and, if it or any Person other than the relevant Pledgor, receives any such certificates or instruments, shall promptly deliver or cause to be delivered to the Collateral Trustee, the originals of such certificates or instruments or (ii) if the security is an uncertificated security (within the meaning of Article 8 of the UCC), use its commercially reasonable efforts to cause the issuer of such Pledged Equity to enter into an Uncertificated Securities Control Agreement pursuant to clause (b) above.
(f) At such time as any Pledgor has or acquires any Security Collateral in which such Pledgor has any right, title or interest and that is not a security (within the meaning of Article 8 of the UCC), such Pledgor agrees that the Collateral Trustee may file a financing statement in the relevant jurisdiction.
(g) No Pledgor shall take or omit to take any action which would or could reasonably be expected to have the result of materially adversely affecting or impairing the Liens in favor of the Collateral Trustee and the holders of Parity Lien Obligations with respect to the Collateral.
Appears in 1 contract
Delivery and Control of Security Collateral. (a) Any certificates or All instruments representing or evidencing Security Collateral Pledged Debt (except to the extent the aggregate outstanding principal amount of Pledged Debt owing to such Grantor does not exceed $200,000) with respect to any Grantor shall be delivered to and held by or on behalf of the Agent pursuant hereto (unless the Noteholder Collateral Trustee is granted a prior security interest in such instruments and the same are required to be delivered (and are so delivered) to the Noteholder Collateral Trustee for the benefit of the Priority Lien Secured Parties pursuant hereto to the Intercreditor Agreement) and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Agent.
(b) With respect to any Securities Account and any Security Collateral Trustee. The that constitutes a security entitlement (except for any Securities Account that is an Excluded Account (as defined below)), the relevant Grantor will cause the securities intermediary with respect to such Securities Account and security entitlement either (i) to identify in its records the Agent as the entitlement holder thereof, unless the Noteholder Collateral Trustee is granted a prior security interest in such security entitlement and such Grantor is required to cause (and has so caused) such securities intermediary to identify in its records the Noteholder Collateral Trustee as the entitlement holder thereof for the benefit of the Priority Lien Secured Parties pursuant to the Intercreditor Agreement, or (ii) to agree with such Grantor and the Agent that such securities intermediary will comply with entitlement orders originated by the Agent without further consent of such Grantor, such agreement to be in form and substance reasonably satisfactory to the Agent (and if the Noteholder Collateral Trustee is required to be granted (and has been granted) a prior security interest in such Securities Account and security entitlement for the benefit of the Priority Lien Secured Parties pursuant to the Intercreditor Agreement, with provisions instructing such securities intermediary that entitlement orders originated by the Noteholder Collateral Trustee controls pursuant to the Intercreditor Agreement) (a “Securities Account Control Agreement”).
(c) Subject to the Intercreditor Agreement, the Agent shall have the right, at any time after the occurrence and during the continuation of an Event of Default, (i) in its discretion and without notice to any PledgorGrantor, to transfer to or to register in the name of the Collateral Trustee Agent or any of its nominees any or all of the certificates and instruments representing or evidencing the Security Collateral, if any, subject only to the revocable rights specified in Section 9(a). In addition14(a) and (ii) to convert Security Collateral consisting of financial assets credited to the Securities Account to Security Collateral consisting of financial assets held directly by the Agent, and to convert Security Collateral consisting of financial assets held directly by the Agent to Security Collateral Trustee shall have consisting of financial assets credited to the right at any time to exchange certificates or instruments representing or evidencing Security Collateral, if any, for certificates or instruments of smaller or larger denominationsSecurities Account.
(bd) At such time as any Pledgor has or acquires any Security Collateral in which such Pledgor has any right, title or interest and that constitutes an “uncertificated security” (within Upon the meaning of Article 8 request of the UCC)Agent following the occurrence and during the continuance of an Event of Default, such Pledgor will use its commercially reasonable efforts to cause the issuer thereof to agree in an authenticated record substantially in the form of Exhibit B with such Pledgor and the Collateral Trustee that such issuer will comply with instructions with respect to such security originated by the Collateral Trustee without further consent of such Pledgor, such authenticated record to be in form and substance satisfactory to such issuer and the Collateral Trustee.
(c) With respect to any Pledged Equity in which any Pledgor has any right, title or interest and that is not a security (within the meanings of Article 8 and Article 9 of the UCC), such Pledgor each Grantor will notify each such issuer of Pledged Equity Security Collateral granted by it hereunder that such Pledged Equity Security Collateral is subject to the security interest granted hereunder.
(d) With respect to any Pledged Debt in which any Pledgor has any right, title or interest, the Pledgor will notify each such issuer of Pledged Debt that such Pledged Debt is subject to the security interest granted hereunder.
(e) If, at any time, an issuer converts any Pledged Equity into a “security” within the meaning of Articles 8 and 9 of the UCC, the relevant Pledgor will either (i) use its commercially reasonable efforts to cause the issuer of such Pledged Equity to issue certificates or instruments evidencing or representing the Pledged Equity and deliver the originals of such certificates or instruments promptly to the Collateral Trustee (or as directed by the Collateral Trustee), and, if it or any Person other than the relevant Pledgor, receives any such certificates or instruments, shall promptly deliver or cause to be delivered to the Collateral Trustee, the originals of such certificates or instruments or (ii) if the security is an uncertificated security (within the meaning of Article 8 of the UCC), use its commercially reasonable efforts to cause the issuer of such Pledged Equity to enter into an Uncertificated Securities Control Agreement pursuant to clause (b) above.
(f) At such time as any Pledgor has or acquires any Security Collateral in which such Pledgor has any right, title or interest and that is not a security (within the meaning of Article 8 of the UCC), such Pledgor agrees that the Collateral Trustee may file a financing statement in the relevant jurisdiction.
(g) No Pledgor shall take or omit to take any action which would or could reasonably be expected to have the result of materially adversely affecting or impairing the Liens in favor of the Collateral Trustee and the holders of Parity Lien Obligations with respect to the Collateral.
Appears in 1 contract
Samples: Security Agreement (Solo Cup CO)
Delivery and Control of Security Collateral. (a) Any All certificates or instruments representing or evidencing Security Collateral shall be delivered to and held by or on behalf of the Collateral Trustee Administrative Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Collateral TrusteeAdministrative Agent. The Collateral Trustee Administrative Agent shall have the right, at any time in its discretion and without notice to any PledgorGrantor, to transfer to or to register in the name of the Collateral Trustee Administrative Agent or any of its nominees any or all of the certificates and instruments representing or evidencing the Security Collateral, if any, subject only to the revocable rights specified in Section 9(a12(a). In addition, the Collateral Trustee Administrative Agent shall have the right right, upon the occurrence and during the continuance of an Event of Default at any time to exchange certificates or instruments representing or evidencing Security Collateral, if any, Collateral for certificates or instruments of smaller or larger denominations.
(b) At such time as any Pledgor has or acquires With respect to any Security Collateral in which such Pledgor any Grantor has any right, title or interest and that constitutes an “uncertificated security” (within the meaning of Article 8 of the UCC), such Pledgor Grantor will use its commercially reasonable efforts to cause the issuer thereof either:
(i) to register the Administrative Agent as the registered owner of such security or
(ii) to agree in an authenticated record substantially in the form of Exhibit B with such Pledgor Grantor and the Collateral Trustee Administrative Agent that such issuer will comply with instructions with respect to such security originated by the Collateral Trustee Administrative Agent without further consent of such PledgorGrantor, such authenticated record to be in form and substance satisfactory to such issuer and the Collateral Trustee.
(c) Administrative Agent. With respect to any Pledged Equity Security Collateral in which any Pledgor Grantor has any right, title or interest and that is not a security (within an uncertificated security, upon the meanings of Article 8 and Article 9 request of the UCC)Administrative Agent, such Pledgor Grantor will notify each such issuer of Pledged Equity that such Pledged Equity is subject to the security interest granted hereunder. Each Grantor that is the issuer of any Security Collateral or Pledged Equity belonging to another Grantor acknowledges the security interest granted hereunder in such Security Collateral and will take the actions described above in this subsection (b).
(dc) With respect to any Pledged Debt Security Collateral in which any Pledgor Grantor has any right, title or interestinterest and that constitutes a security entitlement in which the Administrative Agent is not the entitlement holder, such Grantor will cause the Pledgor securities intermediary with respect to such security entitlement either:
(i) to identify in its records the Administrative Agent as the entitlement holder of such security entitlement against such securities intermediary or
(ii) to agree in an authenticated record with such Grantor and the Administrative Agent that such securities intermediary will comply with entitlement orders (that is, notifications communicated to such securities intermediary directing transfer or redemption of the financial asset to which such Grantor has a security entitlement) originated by the Administrative Agent without further consent of such Grantor, such authenticated record to be in substantially the form of Exhibit C hereto (in the case of a combined Deposit Account and Securities Account) or Exhibit D hereto (in any other case) or otherwise in form and substance satisfactory to the Administrative Agent (such agreements together being the "SECURITIES ACCOUNT CONTROL AGREEMENTS").
(d) No Grantor will add any securities intermediary that maintains a Securities Account for such Grantor or open any new securities account with any then-existing securities intermediary unless:
(i) the Administrative Agent shall have received at least 10 days' prior written notice of such securities intermediary or such new securities account, and
(ii) the Administrative Agent shall have received, in the case of a securities intermediary that is not the Administrative Agent, a Securities Account Control Agreement authenticated by such new securities intermediary and such Grantor, or a supplement to an existing Securities Account Control Agreement with such then-existing securities intermediary, covering such new securities account (and, upon the receipt by the Administrative Agent of such Securities Account Control Agreement or supplement, Schedule V hereto shall be automatically amended to include such Securities Account). No Grantor shall terminate any securities intermediary or terminate any Securities Account, except that a Grantor may terminate a Securities Account, and terminate a securities intermediary with respect to such Securities Account if it gives the Administrative Agent at least 10 days' prior written notice of such termination (and, upon such termination, Schedule V hereto shall be automatically amended to delete such securities intermediary and Securities Account).
(e) Upon any termination by a Grantor of any Securities Account or any securities intermediary with respect thereto, such Grantor will immediately:
(i) transfer all property held in such terminated Securities Account to another Securities Account, and
(ii) notify all Obligors that were making payments to such Securities Account to make all future payments to another Securities Account, in each case so that the Administrative Agent shall have a continuously perfected security interest in such Account Collateral, funds and property.
(f) So long as no Event of Default shall have occurred and be continuing, each Grantor shall have sole right to direct the disposition of funds with respect to each of its Securities Accounts.
(g) The Administrative Agent may transfer, direct the transfer of, or sell property credited to any Securities Account to satisfy the Grantor's obligations under the Loan Documents and Lender Hedging Contracts if an Event of Default shall have occurred and be continuing.
(h) Upon the request of the Administrative Agent upon the occurrence and during the continuance of an Event of Default, such Grantor will notify each such issuer of Pledged Debt that such Pledged Debt is subject to the security interest granted hereunder.
(e) If, at any time, an issuer converts any Pledged Equity into a “security” within the meaning of Articles 8 and 9 of the UCC, the relevant Pledgor will either (i) use its commercially reasonable efforts to cause the issuer of such Pledged Equity to issue certificates or instruments evidencing or representing the Pledged Equity and deliver the originals of such certificates or instruments promptly to the Collateral Trustee (or as directed by the Collateral Trustee), and, if it or any Person other than the relevant Pledgor, receives any such certificates or instruments, shall promptly deliver or cause to be delivered to the Collateral Trustee, the originals of such certificates or instruments or (ii) if the security is an uncertificated security (within the meaning of Article 8 of the UCC), use its commercially reasonable efforts to cause the issuer of such Pledged Equity to enter into an Uncertificated Securities Control Agreement pursuant to clause (b) above.
(f) At such time as any Pledgor has or acquires any Security Collateral in which such Pledgor has any right, title or interest and that is not a security (within the meaning of Article 8 of the UCC), such Pledgor agrees that the Collateral Trustee may file a financing statement in the relevant jurisdiction.
(g) No Pledgor shall take or omit to take any action which would or could reasonably be expected to have the result of materially adversely affecting or impairing the Liens in favor of the Collateral Trustee and the holders of Parity Lien Obligations with respect to the Collateral.
Appears in 1 contract
Samples: Security Agreement (American Real Estate Partners L P)
Delivery and Control of Security Collateral. (a) Any All certificates or instruments representing or evidencing Security Collateral (if certificated) shall be delivered to and held by or on behalf of the Collateral Trustee Agent pursuant hereto to the terms of and to the extent required under the Credit Agreement and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral Trustee. The Collateral Trustee Agent; provided that no Grantor shall have be required to deliver any instrument representing (x) Pledged Debt if the rightface amount of such Pledged Debt is less than $15,000,000, at any time in its discretion or (y) Pledged Debt other than indebtedness (i) for borrowed money (whether by loan or the issuance and without notice to any Pledgor, to transfer to sale of debt securities) or to register (ii) for the deferred purchase or acquisition price of property or services of which such Grantor is the seller (other than accounts receivable (other than for borrowed money) in the name ordinary course of business) owed to a Grantor. After the Collateral Trustee or any occurrence and during the continuance of its nominees any or all an Event of the certificates and instruments representing or evidencing the Security Collateral, if any, subject only to the revocable rights specified in Section 9(a). In additionDefault, the Collateral Trustee Agent shall have the right at any time to exchange certificates or instruments representing or evidencing Security Collateral, if any, Collateral for certificates or instruments of smaller or larger denominations.
(b) At such time as any Pledgor has or acquires With respect to (i) the Securities Accounts, (ii) the Cash Collateral Account and (iii) any Security Collateral in which such Pledgor has any right, title or interest and that constitutes an “uncertificated security” (within a security entitlement as to which the meaning of Article 8 of financial institution acting as Collateral Agent hereunder is not the UCC)securities intermediary, such Pledgor the relevant Grantor will use its commercially reasonable efforts to cause the issuer securities intermediary with respect to each such account or security entitlement pursuant to the terms of and to the extent required under the Credit Agreement either (A) to identify in its records the Collateral Agent as the entitlement holder thereof or (B) to agree in an authenticated record substantially in the form of Exhibit B with such Pledgor Grantor and the Collateral Trustee Agent that such issuer securities intermediary will comply with instructions with respect to such security entitlement orders originated by the Collateral Trustee Agent without further consent of such PledgorGrantor, such authenticated record agreement to be in form and substance reasonably satisfactory to such issuer and the Collateral TrusteeAgent (a “ Securities Account Control Agreement ”); provided , however , this Section 6(b ) shall not apply to Excluded Non-Pledged Accounts; provided further that the Collateral Agent will not give any such orders except after the occurrence and during the continuance of an Event of Default.
(c) With respect to any Pledged Equity in which any Pledgor has any right, title or interest and that is not a security (within Upon the meanings of Article 8 and Article 9 request of the UCC)Collateral Agent following the occurrence and during the continuance of an Event of Default, such Pledgor each Grantor will notify each such issuer of Pledged Equity Security Collateral (other than any other Loan Party) granted by it hereunder that such Pledged Equity Security Collateral is subject to the security interest granted hereunder.
(d) With respect to any Pledged Debt in which any Pledgor has any right, title or interest, the Pledgor will notify each such issuer of Pledged Debt that such Pledged Debt is subject to the security interest granted hereunder.
(e) If, at any time, an issuer converts any Pledged Equity into a “security” within the meaning of Articles 8 and 9 of the UCC, the relevant Pledgor will either (i) use its commercially reasonable efforts to cause the issuer of such Pledged Equity to issue certificates or instruments evidencing or representing the Pledged Equity and deliver the originals of such certificates or instruments promptly to the Collateral Trustee (or as directed by the Collateral Trustee), and, if it or any Person other than the relevant Pledgor, receives any such certificates or instruments, shall promptly deliver or cause to be delivered to the Collateral Trustee, the originals of such certificates or instruments or (ii) if the security is an uncertificated security (within the meaning of Article 8 of the UCC), use its commercially reasonable efforts to cause the issuer of such Pledged Equity to enter into an Uncertificated Securities Control Agreement pursuant to clause (b) above.
(f) At such time as any Pledgor has or acquires any Security Collateral in which such Pledgor has any right, title or interest and that is not a security (within the meaning of Article 8 of the UCC), such Pledgor agrees that the Collateral Trustee may file a financing statement in the relevant jurisdiction.
(g) No Pledgor shall take or omit to take any action which would or could reasonably be expected to have the result of materially adversely affecting or impairing the Liens in favor of the Collateral Trustee and the holders of Parity Lien Obligations with respect to the Collateral.
Appears in 1 contract
Samples: Security Agreement (Madison Square Garden Entertainment Corp.)
Delivery and Control of Security Collateral. (a) Any certificates All certificates, if any, representing or evidencing the Pledged Interests (other than Equity Interests of non-wholly owned Subsidiaries with a fair market value of less than $7,500,000) and all instruments representing or evidencing Security Collateral the Pledged Debt in an aggregate principal amount in excess of $7,500,000 (other than any short-term intercompany current liabilities incurred in the ordinary course of business and consistent with past practice in connection with the cash management operations of the Dutch Co-Issuer and its Restricted Subsidiaries) shall be promptly delivered to and held by or on behalf of the Collateral Trustee Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank. During the continuation of an Event of Default, all in form and substance satisfactory to the Collateral Trustee. The Collateral Trustee Agent shall have the right, at any time in its discretion and without notice to any PledgorGrantor, unless such Security Collateral is ULC Shares, in which case prior notice to the applicable Grantor shall be required, to (i) transfer to or to register in the name of the Collateral Trustee Agent or any of its nominees any or all of the certificates and instruments representing or evidencing the Security Collateral, if any, subject only to the revocable rights specified in Section 9(a11(a). In addition, the Collateral Trustee shall have the right at any time to (ii) exchange certificates or instruments representing or evidencing Security Collateral, if any, Collateral for certificates or instruments of smaller or larger denominationsdenominations and (iii) convert Security Collateral consisting of Financial Assets credited to any Securities Account to Security Collateral consisting of Financial Assets held directly by the Collateral Agent, and to convert Security Collateral consisting of Financial Assets held directly by the Collateral Agent to Security Collateral consisting of Financial Assets credited to any Securities Account.
(b) At such time as any Pledgor has or acquires With respect to any Security Collateral (other than Equity Interests of non-wholly owned Subsidiaries with a fair market value of less than $7,500,000) in which such Pledgor any Grantor has any right, title or interest and that constitutes an “uncertificated security” (within the meaning security of Article 8 of the UCC)a Subsidiary, such Pledgor Grantor will use its commercially reasonable efforts to cause the issuer thereof to agree in an authenticated record substantially in the form of Exhibit B with such Pledgor Grantor and the Collateral Trustee Agent that such issuer will comply with instructions with respect to such security originated by the Collateral Trustee Agent without further consent of such PledgorGrantor. During the continuation of an Event of Default, such authenticated record to be in form and substance satisfactory to such issuer and the Collateral Trustee.
(c) With with respect to any Pledged Equity Security Collateral in which any Pledgor Grantor has any right, title or interest and that is not a security (within an uncertificated security, promptly upon the meanings of Article 8 and Article 9 request of the UCC)Collateral Agent, such Pledgor Grantor will notify each such issuer of Pledged Equity Interests that such Pledged Equity is Interests are subject to the security interest interests granted hereunder.
(dc) With Each Grantor agrees that (i) to the extent each interest in any limited liability company or limited partnership controlled now or in the future by such Grantor and pledged hereunder is a “security” within the meaning of the PPSA and is governed by the PPSA, such interest shall be certificated and (ii) each such interest shall at all times hereafter continue to be such a security and represented by such certificate. Each Grantor further acknowledges and agrees that with respect to any Pledged Debt interest in which any Pledgor has limited liability company or limited partnership controlled now or in the future by such Grantor and pledged hereunder that is not a “security” within the meaning of the PPSA, such Grantor shall at no time elect to treat any rightsuch interest as a “security” within the meaning of the PPSA, title or interestnor shall such interest be represented by a certificate, unless such Grantor provides written notification to the Pledgor Collateral Agent of such election and such interest is thereafter represented by a certificate that is promptly delivered to the Collateral Agent pursuant to the terms hereof.
(d) During the continuation of an Event of Default, promptly upon the request of the Applicable Collateral Agent, such Grantor will notify each such issuer of Pledged Debt that such Pledged Debt is subject to the security interest interests granted hereunder.
(e) If, at any time, an issuer converts any Pledged Equity into a “security” within the meaning of Articles 8 and 9 of the UCC, the relevant Pledgor will either (i) use its commercially reasonable efforts to cause the issuer of such Pledged Equity to issue certificates or instruments evidencing or representing the Pledged Equity and deliver the originals of such certificates or instruments promptly to the Collateral Trustee (or as directed by the Collateral Trustee), and, if it or any Person other than the relevant Pledgor, receives any such certificates or instruments, shall promptly deliver or cause to be delivered to the Collateral Trustee, the originals of such certificates or instruments or (ii) if the security is an uncertificated security (within the meaning of Article 8 of the UCC), use its commercially reasonable efforts to cause the issuer of such Pledged Equity to enter into an Uncertificated Securities Control Agreement pursuant to clause (b) above.
(f) At such time as any Pledgor has or acquires any Security Collateral in which such Pledgor has any right, title or interest and Each Grantor acknowledges that is not a security (within the meaning of Article 8 of the UCC), such Pledgor agrees that the Collateral Trustee may file a financing statement in the relevant jurisdiction.
(g) No Pledgor shall take or omit to take any action which would or could reasonably be expected to have the result of materially adversely affecting or impairing the Liens in favor certain of the Collateral Trustee may now or in the future consist of shares or other equity interests in the capital stock of an unlimited company or an unlimited liability company (“ULC Shares”), and that it is the holders intention of Parity Lien Obligations with respect the Collateral Agent and each Grantor that neither the Collateral Agent nor any other Secured Party should under any circumstances prior to realization thereon be held to be a “member” or a “shareholder”, as applicable, of an unlimited company or an unlimited liability company (“ULC”) for the Collateralpurposes of the Companies Act (Nova Scotia), the Business Corporations Act (Alberta), the Business Corporations Act (British Columbia), and any other present or future laws governing ULCs (“ULC Laws”).
Appears in 1 contract
Delivery and Control of Security Collateral. (a) Any All certificates or instruments representing or evidencing Security Collateral shall be delivered to and held by or on behalf of the Collateral Trustee Agent pursuant hereto to this Agreement and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral TrusteeAgent. The If an Event of Default shall have occurred and be continuing, the Collateral Trustee Agent shall have the right, at any time after the occurrence and during the continuance of such Event of Default, in its discretion and without notice to any PledgorGrantor other than as required by law, to transfer to or to register in the name of the Collateral Trustee Agent or any of its nominees any or all of the certificates and instruments representing or evidencing the Security Collateral, if any, subject only to the revocable rights specified in Section 9(a). In addition, the Collateral Trustee Agent shall have the right at any time time, after the occurrence and during the continuance of an Event of Default, to exchange certificates or instruments representing or evidencing Security Collateral, if any, Collateral for certificates or instruments of smaller or larger denominations. Also, the Collateral Agent shall have the right at any time, after the occurrence and during the continuance of an Event of Default, to convert Security Collateral consisting of financial assets credited to the Securities Accounts to Security Collateral consisting of financial assets held directly by the Collateral Agent.
(b) At such time as any Pledgor has or acquires With respect to any Security Collateral in which such Pledgor any Grantor has any right, title or interest and that constitutes an “uncertificated security” (within the meaning of Article 8 of the UCC), such Pledgor Grantor will use its commercially reasonable efforts to cause the issuer thereof either (i) to register the Collateral Agent as the registered owner of such security or (ii) to agree in an authenticated record substantially in the form of Exhibit B with such Pledgor Grantor and the Collateral Trustee Agent that such issuer will comply with instructions with respect to such security originated by the Collateral Trustee Agent without further consent of such PledgorGrantor, such authenticated record to be in form and substance satisfactory to such issuer and the Collateral Trustee.
(c) Agent. With respect to any Pledged Equity Security Collateral in which any Pledgor Grantor has any right, title or interest and that is not a security (within an uncertificated security, upon the meanings of Article 8 and Article 9 request of the UCC)Collateral Agent, such Pledgor Grantor will notify each such issuer of Pledged Equity such Security Collateral that such Pledged Equity Security Collateral is subject to the security interest granted hereunder.
(dc) With respect to any Pledged Debt in which any Pledgor has any right, title or interest, the Pledgor will notify each such issuer of Pledged Debt that such Pledged Debt is subject to the security interest granted hereunder.
(e) If, at any time, an issuer converts any Pledged Equity into a “security” within the meaning of Articles 8 and 9 of the UCC, the relevant Pledgor will either (i) use its commercially reasonable efforts to cause the issuer of such Pledged Equity to issue certificates or instruments evidencing or representing the Pledged Equity and deliver the originals of such certificates or instruments promptly to the Collateral Trustee (or as directed by the Collateral Trustee), and, if it or any Person other than the relevant Pledgor, receives any such certificates or instruments, shall promptly deliver or cause to be delivered to the Collateral Trustee, the originals of such certificates or instruments or (ii) if the security is an uncertificated security (within the meaning of Article 8 of the UCC), use its commercially reasonable efforts to cause the issuer of such Pledged Equity to enter into an Uncertificated Securities Control Agreement pursuant to clause (b) above.
(f) At such time as any Pledgor has or acquires any Security Collateral in which such Pledgor the Borrower or CEI, as applicable, has any right, title or interest and that is not constitutes a security entitlement in which the Collateral Agent in not the entitlement holder, the Borrower or CEI, as applicable, will cause the securities intermediary with respect to such security entitlement either (within i) to identify in its records the meaning Collateral Agent as the entitlement holder of Article 8 such security entitlement against such securities intermediary or (ii) to agree in an authenticated record with the Borrower or CEI, as applicable, and the Collateral Agent that such securities intermediary will comply with entitlement orders (that is, notifications communicated to such securities intermediary directing transfer or redemption of the UCC)financial asset to which the Borrower or CEI, as applicable, has a security entitlement) originated by the Collateral Agent, without further consent of the Borrower or CEI, as applicable, such Pledgor agrees that authenticated record to be in substantially the form of Exhibit B hereto or otherwise in form and substance reasonably satisfactory to the Collateral Trustee may file Agent (such agreement being a financing statement in the relevant jurisdiction“Securities Account Control Agreement”).
(gd) No Pledgor Each of the Borrower and CEI agrees that it will not (i) open or maintain any securities account other than those listed on Schedule V hereto or (ii) close any of the securities accounts listed on Schedule V hereto.
(e) Upon the occurrence and during the continuance of any Event of Default, the Collateral Agent shall take or omit to take any action which would or could reasonably be expected to have the result right to originate a Notice of materially adversely affecting or impairing Exclusive Control (as such term is defined in the Liens in favor of the Collateral Trustee and the holders of Parity Lien Obligations applicable Securities Account Control Agreement) with respect to any Securities Account and thereafter shall have the Collateralsole and exclusive right to direct the disposition of the funds and assets with respect to any such Securities Account until the Collateral Agent rescinds such Notice of Exclusive Control.
Appears in 1 contract
Delivery and Control of Security Collateral. (a) Any All certificates or instruments representing or evidencing Security Collateral shall be delivered to and held by or on behalf of the Collateral Trustee MLCS pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Collateral TrusteeMLCS. The Collateral Trustee MLCS shall have the right, at any time in its discretion and without notice to any the Pledgor, to transfer to or to register in the name of the Collateral Trustee MLCS or any of its nominees any or all of the certificates and instruments representing or evidencing the Security Collateral, if any, subject only to the revocable rights of the Pledgor specified in Section 9(a8(a). In addition, upon the Collateral Trustee occurrence and during the continuance of an Event of Default, with respect to Pledgor or any Credit Support Provider of the Pledgor, under Section 5(a) of the Master Agreement (in each case, a “Specified Event of Default”), MLCS shall have the right at any time to exchange certificates or instruments representing or evidencing Security Collateral, if any, Collateral for certificates or instruments of smaller or larger denominations.
(b) At such time as any Pledgor has or acquires With respect to any Security Collateral in which such the Pledgor has any right, title or interest and that constitutes an “uncertificated security” (within , the meaning of Article 8 of the UCC), such Pledgor will use its commercially reasonable efforts to cause the issuer thereof either (i) to register MLCS as the registered owner of such security subject, however, to this Agreement, or (ii) to agree in an authenticated record substantially in with the form of Exhibit B with such Pledgor and the Collateral Trustee MLCS that such issuer will comply with instructions with respect to such security originated by the Collateral Trustee MLCS without further consent of such the Pledgor, such authenticated record to be in form and substance satisfactory to such issuer and the Collateral Trustee.
(c) MLCS. With respect to any Pledged Equity in which any the Pledgor has any right, title or interest and that is not a security (within an uncertificated security, the meanings of Article 8 and Article 9 of the UCC), such Pledgor will notify each such issuer of Pledged Equity that such Pledged Equity is subject to the security interest granted hereunder.
(d) With respect to any Pledged Debt in which any Pledgor has any right, title or interest, the Pledgor will notify each such issuer of Pledged Debt that such Pledged Debt is subject to the security interest granted hereunder.
(e) If, at any time, an issuer converts any Pledged Equity into a “security” within the meaning of Articles 8 and 9 of the UCC, the relevant Pledgor will either (i) use its commercially reasonable efforts to cause the issuer of such Pledged Equity to issue certificates or instruments evidencing or representing the Pledged Equity and deliver the originals of such certificates or instruments promptly to the Collateral Trustee (or as directed by the Collateral Trustee), and, if it or any Person other than the relevant Pledgor, receives any such certificates or instruments, shall promptly deliver or cause to be delivered to the Collateral Trustee, the originals of such certificates or instruments or (ii) if the security is an uncertificated security (within the meaning of Article 8 of the UCC), use its commercially reasonable efforts to cause the issuer of such Pledged Equity to enter into an Uncertificated Securities Control Agreement pursuant to clause (b) above.
(f) At such time as any Pledgor has or acquires any Security Collateral in which such Pledgor has any right, title or interest and that is not a security (within the meaning of Article 8 of the UCC), such Pledgor agrees that the Collateral Trustee may file a financing statement in the relevant jurisdiction.
(g) No Pledgor shall take or omit to take any action which would or could reasonably be expected to have the result of materially adversely affecting or impairing the Liens in favor of the Collateral Trustee and the holders of Parity Lien Obligations with respect to the Collateral.
Appears in 1 contract
Delivery and Control of Security Collateral. So long as any Bank Exposure (as defined in the Master Agreement) shall remain unpaid or outstanding, or any Secured Hedge Agreement shall be in effect, or any Bank shall have any Commitment (as defined in the Master Agreement) under the Credit Agreements:
(a) Any All certificates or instruments representing or evidencing Security Collateral shall be delivered to and held by or on behalf of the Collateral Trustee Trustees pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Collateral TrusteeTrustees. The Upon the occurrence and during the continuance of an Actionable Default, the Collateral Trustee Trustees shall have the right, at any time in its their discretion and without notice to any Pledgor, to transfer to or to register in the name of the Collateral Trustee Trustees or any of its their nominees any or all of the certificates and instruments representing or evidencing the Security Collateral, if any, subject only to the revocable rights specified in Section 9(a12(a). In addition, the Collateral Trustee Trustees shall have the right at any time to exchange certificates or instruments representing or evidencing Security Collateral, if any, Collateral for certificates or instruments of smaller or larger denominations. Also, the Collateral Trustees shall have the right at any time to convert Security Collateral consisting of financial assets credited to any Securities Account of any Pledgor to Security Collateral consisting of financial assets held directly by the Collateral Trustees, and to convert Security Collateral consisting of financial assets held directly by the Collateral Trustees to Security Collateral consisting of financial assets credited to such Securities Account.
(b) At such time as any Pledgor has or acquires With respect to any Security Collateral in which such any Pledgor has any right, title or interest and that constitutes an “uncertificated security” (within the meaning of Article 8 of the UCC), such Pledgor will use its commercially reasonable efforts to cause the issuer thereof either (i) to register the Collateral Trustees as the registered owner of such security or (ii) to agree in an authenticated record substantially in the form of Exhibit B with such Pledgor and the Collateral Trustee Trustees that such issuer will comply with instructions with respect to such security originated by the Collateral Trustee Trustees without further consent of such Pledgor, such authenticated record to be in form and substance satisfactory to the Collateral Trustees. Each Pledgor which has issued any Security Collateral to any other Pledgor hereby agrees with such issuer other Pledgor and the Collateral TrusteeTrustees that it will comply with instructions with respect to such Security Collateral originated by the Collateral Trustees without further consent of such other Pledgor.
(c) With respect to any Pledged Equity Security Collateral in which any Pledgor has any right, title or interest and that is not constitutes a security (within the meanings of Article 8 and Article 9 of the UCC)entitlement, such Pledgor will notify each cause the securities intermediary with respect to such issuer security entitlement either (i) to identify in its records the Collateral Trustees as the entitlement holder of Pledged Equity such security entitlement against such securities intermediary or (ii) to agree in an authenticated record with such Pledgor and the Collateral Trustees that such Pledged Equity is subject securities intermediary will comply with entitlement orders (that is, notifications communicated to such securities intermediary directing transfer or redemption of the financial asset to which such Pledgor has a security entitlement) originated by the Collateral Trustees without further consent of such Pledgor, such authenticated record to be in substantially the form of Exhibit C hereto or otherwise in form and substance satisfactory to the security interest granted hereunderCollateral Trustees (such agreement being a "Securities Account Control Agreement"). Each Pledgor agrees that it will not establish or open any additional securities account in addition to those listed in Part C of Schedule I hereto, unless the Collateral Trustee shall have received at least 10 days' prior notice of such addition in an authenticated record and shall have received a Securities Account Control Agreement (or a supplement to an existing Securities Account Control Agreement) covering such new securities account, and upon the receipt by the Collateral Trustees of such Securities Account Control Agreement (or supplement), Part C of Schedule I hereto shall be automatically amended to include such securities account. Each Pledgor agrees that it will not terminate any Securities Account unless the Collateral Trustees and the Required Representatives shall have received at least 10 days' prior notice of such termination in an authenticated record (and, upon such termination, Part C of Schedule I hereto shall be automatically amended to delete such Securities Account).
(d) With respect to No Pledgor will change or add any Pledged Debt securities intermediary that maintains any securities account in which any Pledgor has of the Collateral is credited or carried, or change or add any rightsuch securities account, title or interest, in each case without first complying with the Pledgor will notify each such issuer above provisions of Pledged Debt that such Pledged Debt is subject this Section 4 in order to perfect the security interest granted hereunder.
(e) If, at any time, an issuer converts any Pledged Equity into a “security” within the meaning of Articles 8 and 9 of the UCC, the relevant Pledgor will either (i) use its commercially reasonable efforts to cause the issuer of hereunder in such Pledged Equity to issue certificates or instruments evidencing or representing the Pledged Equity and deliver the originals of such certificates or instruments promptly to the Collateral Trustee (or as directed by the Collateral Trustee), and, if it or any Person other than the relevant Pledgor, receives any such certificates or instruments, shall promptly deliver or cause to be delivered to the Collateral Trustee, the originals of such certificates or instruments or (ii) if the security is an uncertificated security (within the meaning of Article 8 of the UCC), use its commercially reasonable efforts to cause the issuer of such Pledged Equity to enter into an Uncertificated Securities Control Agreement pursuant to clause (b) above.
(f) At such time as any Pledgor has or acquires any Security Collateral in which such Pledgor has any right, title or interest and that is not a security (within the meaning of Article 8 of the UCC), such Pledgor agrees that the Collateral Trustee may file a financing statement in the relevant jurisdiction.
(g) No Pledgor shall take or omit to take any action which would or could reasonably be expected to have the result of materially adversely affecting or impairing the Liens in favor of the Collateral Trustee and the holders of Parity Lien Obligations with respect to the Collateral.
Appears in 1 contract
Samples: Pledge and Security Agreement (Us Industries Inc /De)
Delivery and Control of Security Collateral. (a) Any All certificates or instruments representing or evidencing Security Collateral constituting Pledged Equity or Pledged Debt in a principal amount of $1,000,000 or more shall be delivered to and held by or on behalf of the Collateral Trustee Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral TrusteeAgent, and no certificates shall be issued with respect to any entity which has Pledged Equity hereunder unless such certificates are duly pledged promptly thereafter to the Collateral Agent as and to the extent required hereunder. The Upon prior written notice to the Company (and, in the case of the Pledged Equity in Foreign Holdings, subject to any required approval from the Bermuda Monetary Authority), the Collateral Trustee Agent shall have the right, at any time in its discretion and without notice to any Pledgordiscretion, to transfer to or to register in the name of the Collateral Trustee Agent or any of its nominees any or all of the certificates and instruments representing or evidencing the Security Collateral, if any, subject only to the revocable rights specified in Section 9(a13(a), in each case to the extent required to ensure the perfection of the Collateral Agent's security interest or, upon the occurrence of an Event of Default, to exercise any remedies hereunder. In addition, in connection with any exercise of remedies by the Collateral Trustee Agent hereunder, the Collateral Agent shall have the right at any time to exchange certificates or instruments representing or evidencing Security Collateral, if any, Collateral for certificates or instruments of smaller or larger denominations.
(b) At such time as any Pledgor has or acquires With respect to any Security Collateral constituting Pledged Equity of a Subsidiary or joint venture in which such Pledgor any Grantor has any right, title or interest and that constitutes an “uncertificated security” (within the meaning of Article 8 of the UCC), such Pledgor Grantor will cause the issuer thereof (or in the case of an issuer that is not a Subsidiary, such Grantor will use its commercially reasonable efforts to cause the issuer thereof thereof) either (i) to register the Collateral Agent as the registered owner of such security or (ii) to agree in an authenticated record substantially in the form of Exhibit B with such Pledgor Grantor and the Collateral Trustee that Agent that, upon the occurrence and during the continuance of an Event of Default, such issuer will comply with instructions with respect to such security originated by the Collateral Trustee Agent without further consent of such PledgorGrantor, such authenticated record to be in form and substance reasonably satisfactory to such issuer and the Collateral TrusteeAgent.
(c) With respect to any Pledged Equity Security Collateral in which any Pledgor Grantor has any right, title or interest valued at $1,000,000 or more and that constitutes a security entitlement in which the Collateral Agent is not the entitlement holder, such Grantor will cause the securities intermediary with respect to such security entitlement either (i) to identify in its records the Collateral Agent as the entitlement holder of such security entitlement against such securities intermediary or (ii) to agree in an authenticated record with such Grantor and the Collateral Agent that, upon notice from the Collateral Agent of the occurrence and continuance of an Event of Default, such securities intermediary will comply with entitlement orders (that is, notifications communicated to such securities intermediary directing transfer or redemption of the financial asset to which such Grantor has a security (within entitlement) originated by the meanings Collateral Agent without further consent of Article 8 and Article 9 of the UCC)such Grantor, such Pledgor will notify each such issuer authenticated record to be in substantially the form of Pledged Equity that such Pledged Equity is subject Exhibit D hereto or otherwise in form and substance reasonably satisfactory to the security interest granted hereunderCollateral Agent (such agreement being a "SECURITIES ACCOUNT CONTROL AGREEMENT").
(d) With respect to No Grantor will change or add any Pledged Debt securities intermediary that maintains any securities account in which any Pledgor has of the Security Collateral is credited or carried, or change or add any rightsuch securities account, title or interest, in each case without first complying with the Pledgor will notify each such issuer above provisions of Pledged Debt that such Pledged Debt is subject this Section 5 in order to perfect the security interest granted hereunderhereunder in such Collateral.
(e) IfNotwithstanding anything to the contrary set forth in this Agreement (including this Section 5), at any time, an issuer converts any Pledged Equity into a “security” within the meaning of Articles 8 it is understood and 9 of the UCC, the relevant Pledgor will either agreed that (i) with respect to Security Collateral constituting uncertificated securities issued by the Perryville III Trust, the applicable Grantor shall comply with the provisions of this Section 5 as promptly as practicable after the Effective Date, (ii) with respect to Security Collateral constituting certificated securities issued by HFM Tray Canada Ltd., the applicable Grantor shall only be required to use its commercially reasonable efforts to cause comply with the issuer provisions of such this Section 5 as promptly as practicable after the Effective Date, and (iii) with respect to Security Collateral constituting Pledged Equity to issue certificates or instruments evidencing or representing the Pledged Equity and deliver the originals of such certificates or instruments promptly to the Collateral Trustee (or as directed by the Collateral Trustee), and, if it or any Person other than the relevant Pledgor, receives any such certificates or instruments, shall promptly deliver or cause to be delivered to the Collateral TrusteeForeign Subsidiaries, the originals applicable Grantors shall comply with the provisions of such certificates or instruments or this Section 5 as promptly as practicable after the Effective Date, except that in the case of this clause (ii) if the security is an uncertificated security (within the meaning of Article 8 of the UCC), use its commercially reasonable efforts to cause the issuer of such Pledged Equity to enter into an Uncertificated Securities Control Agreement pursuant to clause (b) above.
(f) At such time as any Pledgor has or acquires any Security Collateral in which such Pledgor has any right, title or interest and that is not a security (within the meaning of Article 8 of the UCC), such Pledgor agrees that the Collateral Trustee may file a financing statement in the relevant jurisdiction.
(g) No Pledgor no Grantor shall take or omit be required to take any such action that would be contrary to the local law applicable to any such Foreign Subsidiary or which would require such Grantor or could reasonably be expected Foreign Subsidiary to have the result of materially adversely affecting or impairing the Liens in favor of the Collateral Trustee and the holders of Parity Lien Obligations with respect to the Collateralseek approval from any local governmental authority having jurisdiction over such Foreign Subsidiary.
Appears in 1 contract
Delivery and Control of Security Collateral. Subject to the Intercreditor Agreement:
(a) Any All certificates or instruments representing or evidencing Security Collateral (if certificated) shall be delivered to and held by or on behalf of the Collateral Trustee Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral TrusteeAgent; provided that no Grantor shall be required to deliver an instrument representing Pledged Debt if the principal amount of such Pledged Debt is less than $1,000,000. The Collateral Trustee shall have After the right, at any time in its discretion occurrence and without notice to any Pledgor, to transfer to or to register in during the name continuance of the Collateral Trustee or any an Event of its nominees any or all of the certificates and instruments representing or evidencing the Security Collateral, if any, subject only to the revocable rights specified in Section 9(a). In additionDefault, the Collateral Trustee Agent shall have the right at any time to exchange certificates or instruments representing or evidencing Security Collateral, if any, Collateral for certificates or instruments of smaller or larger denominations.
(b) At such time as any Pledgor has or acquires With respect to any Security Collateral in which such Pledgor has any right, title or interest and that constitutes an “uncertificated security” (within the meaning of security that is at any time subject to Article 8 of the UCC)UCC and is not held in a Securities Account, such Pledgor the relevant Grantor will use its commercially reasonable efforts cause, to cause the extent permitted by applicable law, each issuer thereof that is a Subsidiary of such Grantor to agree execute and deliver to the Collateral Agent an acknowledgment of the pledge of such Security Collateral in an authenticated record substantially in a form and substance that is reasonably satisfactory to the form of Exhibit B with such Pledgor Borrower and the Collateral Trustee that Agent (such issuer will comply with instructions with respect to such security originated by the Collateral Trustee without further consent of such Pledgor, such authenticated record to be in form and substance satisfactory to such issuer and the Collateral Trusteeagreement being an “Uncertificated Security Control Agreement”).
(c) With respect to (i) the Securities Accounts and (ii) any Pledged Equity in Security Collateral that constitutes a security entitlement as to which any Pledgor has any right, title or interest and that the financial institution acting as Collateral Agent hereunder is not a the securities intermediary, the relevant Grantor will cause the securities intermediary with respect to each such account or security entitlement either (within A) to identify in its records the meanings Collateral Agent as the entitlement holder thereof or (B) to agree with such Grantor and the Collateral Agent that such securities intermediary will comply with entitlement orders originated by the Collateral Agent without further consent of Article 8 and Article 9 of the UCC)such Grantor, such Pledgor agreement to be in form and substance reasonably satisfactory to the Borrower and Collateral Agent (a “Securities Account Control Agreement”); provided, however, that the Collateral Agent will notify each (i) not give any such orders except after the occurrence and during the continuance of an Event of Default and (ii) upon cure (but not a partial cure) or waiver of any previously continuing Event of Default, the Collateral Agent shall take such action, at the expense of such Grantor, as shall be reasonably necessary to reconvey to such Grantor the right to give entitlement orders and instructions or directions to any issuer of Pledged Equity that such Pledged Equity is subject to the security interest granted hereunderuncertificated securities or securities intermediary.
(d) With respect to any Pledged Debt in which any Pledgor has any rightUpon the request of the Collateral Agent following the occurrence and during the continuance of an Event of Default, title or interest, the Pledgor each Grantor will notify each such issuer of Pledged Debt Securities Collateral (other than any other Loan Party) in which a security interest has been granted by it hereunder that such Pledged Debt Securities Collateral is subject to the security interest granted hereunder.
(e) IfNotwithstanding anything contained in this Section 4, at any time, an issuer converts any Pledged Equity into a “security” within so long as the meaning of Articles 8 and 9 of the UCC, the relevant Pledgor will either Revolving Facility Collateral Agent (i) use its commercially reasonable efforts to cause the issuer of such Pledged Equity to issue certificates or instruments evidencing or representing the Pledged Equity and deliver the originals of such certificates or instruments promptly to the Collateral Trustee (or as directed by the Collateral Trustee), and, if it or any Person other than the relevant Pledgor, receives any such certificates or instruments, shall promptly deliver or cause to be delivered to the Collateral Trustee, the originals of such certificates or instruments or (ii) if the security is an uncertificated security (within the meaning of Article 8 of the UCC), use its commercially reasonable efforts to cause the issuer of such Pledged Equity to enter into an Uncertificated Securities Control Agreement pursuant to clause (b) above.
(f) At such time as any Pledgor has or acquires any Security Collateral in which such Pledgor has any right, title or interest and that is not a security (within the meaning of Article 8 of the UCC), such Pledgor agrees that the Collateral Trustee may file a financing statement defined in the relevant jurisdiction.
(gIntercreditor Agreement) No Pledgor shall take or omit to take any action which would or could reasonably be expected to have the result of materially adversely affecting or impairing the Liens in favor is acting as bailee and as agent for perfection on behalf of the Collateral Trustee and the holders of Parity Lien Obligations with respect Agent pursuant to the Collateralterms of the Intercreditor Agreement, any obligation of any Grantor in this Agreement that requires delivery of Collateral to, or the possession of Collateral with, the Collateral Agent shall be deemed complied with and satisfied in the event that such delivery of Collateral has been made to, or such possession of Collateral is with, the Revolving Facility Collateral Agent (as defined in the Intercreditor Agreement).
Appears in 1 contract
Samples: Term Facility Security Agreement (Dana Holding Corp)
Delivery and Control of Security Collateral. (a) Any All certificates or instruments representing or evidencing Security Collateral shall be delivered to and held by or on behalf of the Collateral Trustee Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Collateral TrusteeAgent. The After the occurrence and during the continuance of an Event of Default, the Collateral Trustee Agent shall have the right, at any time in its discretion and without notice to any Pledgor, to transfer to or to register in the name of the Collateral Trustee Agent or any of its nominees any or all of the certificates and instruments representing or evidencing the Security Collateral, if any, subject only to the revocable rights specified in Section 9(a8(a). For the better perfection of the Collateral Agent’s rights in and to the Security Collateral, each Pledgor shall forthwith, at the request of the Collateral Agent, after the occurrence and during the continuance of an Event of Default, cause such Security Collateral to be registered in the name of the Collateral Agent or such of its nominees as the Collateral Agent shall direct, subject only to the revocable rights specified in Section 8(a). In addition, the Collateral Trustee Agent shall have the right at any time to exchange certificates or instruments representing or evidencing Security Collateral, if any, Collateral for certificates or instruments of smaller or larger denominations.
(b) At such time as any Pledgor has or acquires With respect to any Security Collateral in which such any Pledgor has any right, title or interest and that constitutes an “uncertificated security” Uncertificated Security, such Pledgor will cause the issuer thereof (within the meaning each such issuer of Article 8 of Security Collateral (including any Issuer as defined in the UCC), an “Issuer”) either (i) to register the Collateral Agent as the registered owner of such Pledgor will use its commercially reasonable efforts to cause the issuer thereof security or (ii) to agree in an authenticated record substantially in the form of Exhibit B with such Pledgor and the Collateral Trustee Agent that such issuer Issuer will comply with instructions with respect to such security Uncertificated Security originated by the Collateral Trustee Agent without further consent of such Pledgor, such authenticated record to be in form and substance satisfactory to such issuer and the Collateral TrusteeAgent.
(c) With respect to any Pledged Equity Security Collateral in which any Pledgor has any right, title or interest and that constitutes an Uncertificated Security, each Issuer of such Uncertificated Security party hereto, hereby agrees (i) upon the request of the Collateral Agent, to register the Collateral Agent as the registered owner of such security and (ii) to comply with instructions with respect to each such Uncertificated Security originated by the Collateral Agent without further consent of such Pledgor. Each Issuer party hereto further agrees that this Agreement constitutes an authenticated record with respect to the agreements herein.
(d) With respect to any Security Collateral in which any Pledgor has any right, title or interest and that is not a security (within certificated, and is not an Uncertificated Security, upon the meanings of Article 8 and Article 9 request of the UCC)Collateral Agent, such Pledgor will notify each such issuer Issuer of Pledged Equity Shares that such Pledged Equity is Shares are subject to the security interest granted hereunder.
(d) With respect to any Pledged Debt in which any Pledgor has any right, title or interest, the Pledgor will notify each such issuer of Pledged Debt that such Pledged Debt is subject to the security interest granted hereunder.
(e) If, at any time, an issuer converts any Pledged Equity into a “security” within the meaning of Articles 8 and 9 of the UCC, the relevant Pledgor will either (i) use its commercially reasonable efforts to cause the issuer of such Pledged Equity to issue certificates or instruments evidencing or representing the Pledged Equity and deliver the originals of such certificates or instruments promptly to the Collateral Trustee (or as directed by the Collateral Trustee), and, if it or any Person other than the relevant Pledgor, receives any such certificates or instruments, shall promptly deliver or cause to be delivered to the Collateral Trustee, the originals of such certificates or instruments or (ii) if the security is an uncertificated security (within the meaning of Article 8 of the UCC), use its commercially reasonable efforts to cause the issuer of such Pledged Equity to enter into an Uncertificated Securities Control Agreement pursuant to clause (b) above.
(f) At such time as any Pledgor has or acquires any Security Collateral in which such Pledgor has any right, title or interest and that is not a security (within the meaning of Article 8 of the UCC), such Pledgor agrees that the Collateral Trustee may file a financing statement in the relevant jurisdiction.
(g) No Pledgor shall take or omit to take any action which would or could reasonably be expected to have the result of materially adversely affecting or impairing the Liens in favor of the Collateral Trustee and the holders of Parity Lien Obligations with respect to the Collateral.
Appears in 1 contract
Samples: Credit Agreement (Cracker Barrel Old Country Store, Inc)
Delivery and Control of Security Collateral. (a) Any a. All certificates or instruments representing or evidencing Security Collateral shall be delivered to and held by or on behalf of the Collateral Trustee Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blankblank and undated, all in form and substance reasonably satisfactory to the Collateral TrusteeAgent. The Collateral Trustee Agent shall have the right, at any time after the occurrence and during the continuance of an Event of Default, in its discretion and without notice to any PledgorGuarantor, to transfer to or to register in the name of the Collateral Trustee Agent or any of its nominees any or all of the certificates and instruments representing or evidencing the Security Collateral, if any, subject only to the revocable rights specified in Section 9(a5.07(a). In addition, the Collateral Trustee Agent shall have the right at any time after the occurrence and during the continuance of an Event of Default to exchange certificates or instruments representing or evidencing Security Collateral, if any, Collateral for certificates or instruments of smaller or larger denominations.
(b) At such time as any Pledgor has or acquires b. With respect to any Security Collateral in which such Pledgor any Guarantor has any right, title or interest and that constitutes an “uncertificated security” (within the meaning of Article 8 security issued by an issuer organized under laws of the UCC)Untied States or any State thereof, such Pledgor Guarantor will use its commercially reasonable efforts to cause the issuer thereof either (i) to register the Agent as the registered owner of such security or (ii) to agree in an authenticated record substantially in the form of Exhibit B with such Pledgor Guarantor and the Collateral Trustee Agent that such issuer will comply with instructions with respect to such security originated by the Collateral Trustee Agent without further consent of such PledgorGuarantor (and, for the avoidance of doubt, such issuer will not comply with any such instructions originated by such Guarantor only upon the occurrence and during the continuance of an Event of Default), such authenticated record to be in form and substance reasonably satisfactory to the Agent. If any Security Collateral is not a security pursuant to Section 8-103 of the UCC, no Guarantor shall take any action that, under such Section, converts such Security Collateral into a security without causing the issuer and thereof to issue to it certificates or instruments evidencing such Security Collateral, which it shall deliver to the Collateral TrusteeAgent as provided in this Section 5.03.
(c) c. With respect to any Pledged Equity Security Collateral in which any Pledgor Guarantor has any right, title or interest and that is not a security (within the meanings of Article 8 and Article 9 pursuant to Section 8-103 of the UCC), upon the request of the Agent upon the occurrence and during the continuance of an Event of Default, such Pledgor Guarantor will notify each such the issuer of Pledged Equity such Security Collateral that such Pledged Equity Security Collateral is subject to the security interest granted hereunder.
(d) With respect to any Pledged Debt in which any Pledgor has any right, title or interest, the Pledgor will notify each such issuer of Pledged Debt that such Pledged Debt is subject to the security interest granted hereunder.
(e) If, at any time, an issuer converts any Pledged Equity into a “security” within the meaning of Articles 8 and 9 of the UCC, the relevant Pledgor will either (i) use its commercially reasonable efforts to cause the issuer of such Pledged Equity to issue certificates or instruments evidencing or representing the Pledged Equity and deliver the originals of such certificates or instruments promptly to the Collateral Trustee (or as directed by the Collateral Trustee), and, if it or any Person other than the relevant Pledgor, receives any such certificates or instruments, shall promptly deliver or cause to be delivered to the Collateral Trustee, the originals of such certificates or instruments or (ii) if the security is an uncertificated security (within the meaning of Article 8 of the UCC), use its commercially reasonable efforts to cause the issuer of such Pledged Equity to enter into an Uncertificated Securities Control Agreement pursuant to clause (b) above.
(f) At such time as any Pledgor has or acquires any Security Collateral in which such Pledgor has any right, title or interest and that is not a security (within the meaning of Article 8 of the UCC), such Pledgor agrees that the Collateral Trustee may file a financing statement in the relevant jurisdiction.
(g) No Pledgor shall take or omit to take any action which would or could reasonably be expected to have the result of materially adversely affecting or impairing the Liens in favor of the Collateral Trustee and the holders of Parity Lien Obligations with respect to the Collateral.
Appears in 1 contract
Samples: Five Year Revolving Credit Agreement (International Lease Finance Corp)
Delivery and Control of Security Collateral. (a) Any Subject to the terms of the Intercreditor Agreement, all certificates or instruments representing or evidencing existing Security Collateral shall be delivered to and held by or on behalf of the Collateral Trustee Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral Trustee. The Collateral Trustee shall Agent except to the extent that such transfer or assignment is (x) prohibited by applicable law or (y) subject to certain corporate actions by the holders or issuers of non-US Initial Pledged Equity which have the right, at any time in its discretion and without notice to any Pledgor, to transfer to or to register in the name not occurred as of the Collateral Trustee date such delivery is required and governmental approvals or any of its nominees any consents to pledge or all of transfer with respect to non-US Material Subsidiaries which have not yet been obtained as to which Grantor shall use commercially reasonable effects to complete as soon as practicable after the certificates and instruments representing or evidencing the Security Collateral, if any, subject only to the revocable rights specified in Section 9(a). In addition, the Collateral Trustee shall have the right at any time to exchange certificates or instruments representing or evidencing Security Collateral, if any, for certificates or instruments of smaller or larger denominationsdate hereof.
(b) At such time as any Pledgor has or acquires Subject to the terms of the Intercreditor Agreement, with respect to any Security Collateral representing interest in Material Subsidiaries in which such Pledgor any Grantor has any right, title or interest and that constitutes an “uncertificated security” (within the meaning of Article 8 of the UCC), such Pledgor Grantor will use its commercially reasonable efforts to cause the issuer thereof to agree in an authenticated record substantially in the form of Exhibit B with such Pledgor Grantor and the Collateral Trustee Agent that, upon notice from the Collateral Agent that an Event of Default has occurred and is continuing, such issuer will comply with instructions with respect to such security originated by the Collateral Trustee Agent without further consent of such PledgorGrantor, such authenticated record to be in form and substance reasonably satisfactory to such issuer and the Collateral TrusteeAgent. Upon the request of the Collateral Agent upon the occurrence and during the continuance of an Event of Default, each Grantor will notify each issuer of other Security Collateral as provided in Section 4(e) below.
(c) With Subject to the terms of the Intercreditor Agreement, with respect to any Pledged Equity in securities or commodity account, any Security Collateral that constitutes a security entitlement as to which any Pledgor has any right, title or interest and that the financial institution acting as Collateral Agent hereunder is not a security (within the meanings of Article 8 and Article 9 securities intermediary, upon the request of the UCCCollateral Agent upon the occurrence and during the continuance of an Event of Default the relevant Grantor will use its commercially reasonable efforts to cause the securities intermediary with respect to such security or commodity account or security entitlement to identify in its records the Collateral Agent as the entitlement holder thereof.
(d) Subject to the terms of the Intercreditor Agreement, upon the request of Collateral Agent upon the occurrence and during the continuance of an Event of Default, each Grantor shall cause the Security Collateral to be registered in the name of the Collateral Agent or such of its nominees as the Collateral Agent shall direct, subject only to the revocable rights specified in Section 12(a). In addition, such Pledgor subject to the terms of the Intercreditor Agreement, the Collateral Agent shall have the right upon the occurrence and during the continuance of an Event of Default to convert Security Collateral consisting of financial assets credited to any securities account or the L/C Cash Deposit Account to Security Collateral consisting of financial assets held directly by the Collateral Agent, and to convert Security Collateral consisting of financial assets held directly by the Collateral Agent to Security Collateral consisting of financial assets credited to any securities or commodity account or the L/C Cash Deposit Account.
(e) Upon the request of the Collateral Agent upon the occurrence and during the continuance of an Event of Default, each Grantor will notify each such issuer of Pledged Equity Security Collateral granted by it hereunder that such Pledged Equity Security Collateral is subject to the security interest granted hereunder.
(df) With Notwithstanding anything to the contrary in the Second Lien Documents, with respect to any Pledged Debt in which any Pledgor has any right, title or interestsecurity documents under local law to be delivered with respect to Material Subsidiaries as of the date of this Agreement, the Pledgor will notify each Company shall have 60 days from the date of this Agreement to deliver such issuer of Pledged Debt that such Pledged Debt is subject to the security interest granted hereunder.
(e) If, at any time, an issuer converts any Pledged Equity into a “security” within the meaning of Articles 8 and 9 of the UCC, the relevant Pledgor will either (i) use its commercially reasonable efforts to cause the issuer of such Pledged Equity to issue certificates or instruments evidencing or representing the Pledged Equity and deliver the originals of such certificates or instruments promptly documents to the Collateral Trustee (or Agent, and no Event of Default shall arise as directed by the Collateral Trustee), and, if it or any Person other than the relevant Pledgor, receives any such certificates or instruments, shall promptly deliver or cause to be delivered to the Collateral Trustee, the originals of such certificates or instruments or (ii) if the security is an uncertificated security (within the meaning of Article 8 of the UCC), use its commercially reasonable efforts to cause the issuer of such Pledged Equity to enter into an Uncertificated Securities Control Agreement pursuant to clause (b) above.
(f) At such time as any Pledgor has or acquires any Security Collateral in which such Pledgor has any right, title or interest and that is not a security (within the meaning of Article 8 of the UCC), such Pledgor agrees that the Collateral Trustee may file a financing statement in the relevant jurisdiction.
(g) No Pledgor shall take or omit to take any action which would or could reasonably be expected to have the result of materially adversely affecting or impairing the Liens in favor of the Collateral Trustee and the holders of Parity Lien Obligations with respect any failure to the Collateraldeliver such security documents prior to such time.
Appears in 1 contract
Delivery and Control of Security Collateral. Subject to the terms of the Collateral Trust Agreement:
(a) Any All certificates or instruments representing or evidencing Security Collateral shall be delivered to and held by or on behalf of the Collateral Trustee pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral Trustee. The With respect to the delivery of Security Documents covering the pledge of a Grantor’s Equity Interest in any Subsidiary that is not a Domestic Subsidiary, such Grantor shall, within 120 days after the date hereof, use reasonable best efforts to prepare, execute and deliver such Security Documents evidencing the pledge of such Equity Interest to the Collateral Trustee, such Security Documents to be in form and substance satisfactory to the Collateral Trustee. Upon the occurrence and during the continuance of any event or condition which, under the terms of any Junior Lien Document, causes or permits the holders of any Junior Lien Obligations to cause such Junior Lien Obligations to become immediately due and payable (with the giving of notice or passage of time or both) (a “Junior Lien Event of Default”), the Collateral Trustee shall have the right, subject to the terms of the Collateral Trust Agreement, (i) at any time to exchange certificates or instruments representing or evidencing Security Collateral for certificates or instruments of smaller or larger denominations and (ii) at any time in its discretion and without notice to any PledgorGrantor, to transfer to or to register in the name of the Collateral Trustee or any of its nominees any or all of the certificates and instruments representing or evidencing the Security Collateral, if any, subject only to the revocable rights specified in Section 9(a14(a). In addition, the Collateral Trustee shall have the right at any time to exchange certificates or instruments representing or evidencing Security Collateral, if any, for certificates or instruments of smaller or larger denominations.
(b) At such time as any Pledgor has or acquires With respect to any Security Collateral in which such Pledgor any Grantor has any right, title or interest and that constitutes an “uncertificated security” (within the meaning of Article 8 of the UCC), such Pledgor Grantor will cause the issuer thereof (or, if the issuer thereof is not a Subsidiary of such Grantor, will use its commercially reasonable efforts to cause the issuer thereof thereof) either (i) to register the Collateral Trustee as the registered owner of such security or (ii) to agree in an authenticated record substantially in the form of Exhibit B with such Pledgor Grantor and the Collateral Trustee that such issuer will comply with instructions with respect to such security originated by the Collateral Trustee without further consent of such PledgorGrantor, such authenticated record to be in form and substance satisfactory to such issuer and the Collateral Trustee.
(c) . With respect to any Pledged Equity Security Collateral in which any Pledgor Grantor has any right, title or interest and that is not a security (within an uncertificated security, upon the meanings of Article 8 and Article 9 request of the UCC), Collateral Trustee upon the occurrence and during the continuance of a Junior Lien Event of Default such Pledgor Grantor will notify each such issuer of Pledged Equity Interests pledged by such Grantor that such Pledged Equity Interests is subject to the security interest granted hereunder.
(dc) With respect to any Pledged Debt Security Collateral in which any Pledgor Grantor has any right, title or interestinterest and that constitutes a security entitlement in which the Collateral Trustee is not the entitlement holder, such Grantor will cause the Pledgor securities intermediary with respect to such security entitlement either (i) to identify in its records the Collateral Trustee as the entitlement holder of such security entitlement against such securities intermediary or (ii) no later than 120 days after the date hereof (or such later date as may be specified by the Collateral Trustee in its sole discretion), to agree in an authenticated record with such Grantor and the Collateral Trustee that such securities intermediary will comply with entitlement orders (that is, notifications communicated to such securities intermediary directing transfer or redemption of the financial asset to which such Grantor has a security entitlement) originated by the Collateral Trustee without further consent of such Grantor, such authenticated record to be in substantially the form of Exhibit B hereto or otherwise in form and substance reasonably satisfactory to the Collateral Trustee.
(d) No Grantor will change or add any securities intermediary that maintains any securities account in which any of the Collateral is credited or carried, or change or add any such securities account, without first complying with the above provisions of this Section 4 in order to perfect the security interest granted hereunder in such Collateral.
(e) Upon delivery of a written request of the Collateral Trustee upon the occurrence and during the continuance of a Junior Lien Event of Default and subject to the terms of the Collateral Trust Agreement, such Grantor will notify each such issuer of Pledged Debt that such Pledged Debt pledged by such Grantor is subject to the security interest granted hereunder.
(e) If, at any time, an issuer converts any Pledged Equity into a “security” within the meaning of Articles 8 and 9 of the UCC, the relevant Pledgor will either (i) use its commercially reasonable efforts to cause the issuer of such Pledged Equity to issue certificates or instruments evidencing or representing the Pledged Equity and deliver the originals of such certificates or instruments promptly to the Collateral Trustee (or as directed by the Collateral Trustee), and, if it or any Person other than the relevant Pledgor, receives any such certificates or instruments, shall promptly deliver or cause to be delivered to the Collateral Trustee, the originals of such certificates or instruments or (ii) if the security is an uncertificated security (within the meaning of Article 8 of the UCC), use its commercially reasonable efforts to cause the issuer of such Pledged Equity to enter into an Uncertificated Securities Control Agreement pursuant to clause (b) above.
(f) At such time as any Pledgor has or acquires any Security Collateral in which such Pledgor has any right, title or interest and that is not a security (within the meaning of Article 8 of the UCC), such Pledgor agrees that the Collateral Trustee may file a financing statement in the relevant jurisdiction.
(g) No Pledgor shall take or omit to take any action which would or could reasonably be expected to have the result of materially adversely affecting or impairing the Liens in favor of the Collateral Trustee and the holders of Parity Lien Obligations with respect to the Collateral.
Appears in 1 contract
Samples: Second Lien Security Agreement (Terremark Worldwide Inc.)
Delivery and Control of Security Collateral. (a) Any On the Closing Date, except as provided for in Section 5.09(f) of the Credit Agreement, all then-existing certificates or instruments representing or evidencing Security Collateral shall be delivered to and held by or on behalf of the Collateral Trustee Administrative Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral TrusteeAdministrative Agent. The Collateral Trustee shall have the rightThereafter, at any time except as provided for in its discretion and without notice to any Pledgor, to transfer to or to register in the name Section 5.09(f) of the Collateral Trustee Credit Agreement, all other certificates or any of its nominees any or all of the certificates and instruments representing or evidencing Security Collateral shall, no later than the required date of delivery of the certificate required by Section 5.04(c) of the Credit Agreement for the fiscal period in which such certificates or instruments representing or evidencing Security CollateralCollateral are acquired (or such date that is no more than 60 days later as may be agreed by the Administrative Agent, if anyin its discretion), subject only be delivered to and held by or on behalf of the Administrative Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the revocable rights specified in Section 9(a)Administrative Agent. In addition, upon the Collateral Trustee occurrence and during the continuance of an Event of Default and the exercise of remedies pursuant to Section 14 hereof, the Administrative Agent shall have the right at any time to exchange certificates or instruments representing or evidencing Security Collateral, if any, Collateral for certificates or instruments of smaller or larger denominations.
(b) At such time as any Pledgor has or acquires With respect to any Security Collateral in which such Pledgor any Grantor has any right, title or interest and that constitutes an “uncertificated security” (within the meaning of Article 8 of the UCC), such Pledgor Grantor will use its commercially reasonable efforts to either:
(1) cause the issuer thereof to agree register the Administrative Agent as the registered owner of such security and provide evidence of same to the Administrative Agent that is satisfactory to the Administrative Agent in its reasonable discretion, or (2) (A) send to the issuer thereof an authenticated record Authorization Statement substantially in the form of Exhibit B with such Pledgor hereto and (B) cause the Collateral Trustee issuer thereof to deliver to the Administrative Agent (I) an Acknowledgement and Consent substantially in the form of Exhibit C hereto and (II) a Transaction Statement substantially in the form of Exhibit D hereto, confirming that such issuer will comply with instructions with respect to such security originated by the Collateral Trustee Administrative Agent without further consent or approval of such Pledgor, such authenticated record to be in form and substance satisfactory to such issuer and the Collateral TrusteeGrantor.
(c) With respect to any Pledged Equity in which any Pledgor has any rightSecurity Collateral, title or interest and that is not a security (within upon the meanings of Article 8 and Article 9 request of the UCC)Administrative Agent, such Pledgor Grantor will notify each such issuer of Pledged Equity that such Pledged Equity is subject to the security interest granted hereunder.
(d) With respect Upon the occurrence and during the continuance of an Event of Default and the exercise of remedies pursuant to Section 15 hereof, the Administrative Agent shall have the right, at any time in its discretion and upon notice to any Pledged Debt Grantor, to transfer to or to register in which the name of the Administrative Agent or any Pledgor has of its nominees any rightor all of the Security Collateral, title or interest, the Pledgor will notify each such issuer of Pledged Debt that such Pledged Debt is subject only to the security interest granted hereunderrevocable rights specified in Section 9(a).
(e) If, at any time, an issuer converts any Grantors covenant and agree that (i) the Pledged Equity into a is not and will not be dealt in or traded on securities exchanges or securities markets, (ii) the terms of the Pledged Equity are not and will not be “securityinvestment company securities” within the meaning of Articles 8 and 9 Section 8-103 of the UCC, the relevant Pledgor will either and (iiii) use its commercially reasonable efforts to cause the issuer that portion of such Pledged Equity to issue certificates or instruments evidencing or representing the Pledged Equity and deliver the originals in respect of such any Domestic Subsidiary that is evidenced by certificates or other instruments promptly to the Collateral Trustee (or as directed by the Collateral Trustee), and, if it or any Person other than the relevant Pledgor, receives any such certificates or instruments, shall promptly deliver or cause be deemed to be delivered to “certificated securities” (such portion of the Collateral TrusteePledged Equity, the originals of such certificates or instruments or (ii“Certificated Pledged Equity”) if the security is an uncertificated security (within the meaning of Article 8 Section 8-102(a)(4) of the UCC), use its commercially reasonable efforts to cause the issuer of such Pledged Equity to enter into an Uncertificated Securities Control Agreement pursuant to clause (b) above.
(f) At such time as any Pledgor has or acquires any Security Collateral in which such Pledgor has any right, title or interest and that is not a security (within the meaning of Article 8 of the UCC), such Pledgor agrees that the Collateral Trustee may file a financing statement in the relevant jurisdiction.
(g) No Pledgor shall take or omit to take any action which would or could reasonably be expected to have the result of materially adversely affecting or impairing the Liens in favor of the Collateral Trustee and the holders of Parity Lien Obligations with respect to the Collateral.
Appears in 1 contract
Samples: Senior Secured Credit Agreement (Choice Hotels International Inc /De)
Delivery and Control of Security Collateral. (a) Any All certificates or instruments representing or evidencing Security Collateral shall be delivered to and held by or on behalf of the Collateral Trustee Purchaser pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Collateral Trustee. The Collateral Trustee shall have the rightPurchaser; provided, at any time in its discretion and without notice to any Pledgorhowever, to transfer to or to register in the name of the Collateral Trustee or any of its nominees any or all of the that such certificates and instruments representing or evidencing the Security Collateral, if any, subject only will be deemed delivered hereunder to the revocable rights specified in Section 9(aextent that such certificates and instruments were previously delivered pursuant to that certain security agreement dated August 31, 2007 from the Grantors to the Purchaser (the “2007 Security Agreement”). In addition, the Collateral Trustee The Purchaser shall have the right at any time to exchange certificates or instruments representing or evidencing Security Collateral, if any, Collateral for certificates or instruments of smaller or larger denominations.
(b) At such time as any Pledgor has or acquires Subject to the rights under the 2007 Security Agreement, with respect to any Security Collateral in which such Pledgor has any right, title or interest and that constitutes an “uncertificated security” (within , the meaning of Article 8 of the UCC), such Pledgor relevant Grantor will use its commercially reasonable efforts to cause the issuer thereof either (i) to register the Purchaser as the registered owner of such security or (ii) to agree in an authenticated record substantially in the form of Exhibit B with such Pledgor Grantor and the Collateral Trustee Purchaser that such issuer will comply with instructions with respect to such security originated by the Collateral Trustee Purchaser without further consent of such PledgorGrantor, such authenticated record agreement to be in form and substance satisfactory to the Purchaser (such issuer and the Collateral Trusteeagreement being an “Uncertificated Security Control Agreement”).
(c) With Subject to the rights under the 2007 Security Agreement, with respect to the Securities Account and any Pledged Equity in Security Collateral that constitutes a security entitlement as to which any Pledgor has any right, title or interest and that the Purchaser is not the securities intermediary, the relevant Grantor, at Purchaser’s request, will cause the securities intermediary with respect to such Account or security entitlement either (i) to identify in its records the Purchaser as the entitlement holder thereof or (ii) to agree with such Grantor and the Purchaser that such securities intermediary will comply with entitlement orders originated by the Purchaser without further consent of such Grantor, such agreement to be in form and substance satisfactory to the Purchaser (a security “Securities Account Control Agreement” or “Securities/Deposit Account Control Agreement,” respectively).
(within d) Upon the meanings of Article 8 and Article 9 request of the UCC)Purchaser, such Pledgor each Grantor will notify each such issuer of Pledged Equity Security Collateral granted by it hereunder that such Pledged Equity Security Collateral is subject to the security interest granted hereunder.
(d) With respect to any Pledged Debt in which any Pledgor has any right, title or interest, the Pledgor will notify each such issuer of Pledged Debt that such Pledged Debt is subject to the security interest granted hereunder.
(e) If, at any time, an issuer converts any Pledged Equity into a “security” within the meaning of Articles 8 and 9 of the UCC, the relevant Pledgor will either (i) use its commercially reasonable efforts to cause the issuer of such Pledged Equity to issue certificates or instruments evidencing or representing the Pledged Equity and deliver the originals of such certificates or instruments promptly to the Collateral Trustee (or as directed by the Collateral Trustee), and, if it or any Person other than the relevant Pledgor, receives any such certificates or instruments, shall promptly deliver or cause to be delivered to the Collateral Trustee, the originals of such certificates or instruments or (ii) if the security is an uncertificated security (within the meaning of Article 8 of the UCC), use its commercially reasonable efforts to cause the issuer of such Pledged Equity to enter into an Uncertificated Securities Control Agreement pursuant to clause (b) above.
(f) At such time as any Pledgor has or acquires any Security Collateral in which such Pledgor has any right, title or interest and that is not a security (within the meaning of Article 8 of the UCC), such Pledgor agrees that the Collateral Trustee may file a financing statement in the relevant jurisdiction.
(g) No Pledgor shall take or omit to take any action which would or could reasonably be expected to have the result of materially adversely affecting or impairing the Liens in favor of the Collateral Trustee and the holders of Parity Lien Obligations with respect to the Collateral.
Appears in 1 contract
Samples: Security Agreement (Ediets Com Inc)
Delivery and Control of Security Collateral. (a) Any Subject to Section 5(h), with respect to any certificates or instruments representing or evidencing Security Collateral (other than Permitted Investments), to the extent that any relevant Grantor has Knowledge of the existence of such certificates and instruments, such certificates and instruments shall be delivered to and held by or on behalf of the Collateral Trustee pursuant hereto to this Second Lien Shared Security Agreement and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral Trustee. The After the occurrence and during the continuance of an Event of Default following the First Priority Lien Satisfaction Date, the Collateral Trustee shall have the right, at any time in its discretion and without with Dynegy Second Lien Shared Security Agreement notice to any PledgorDHI, to transfer to or to register in the name of the Collateral Trustee or any of its nominees any or all of the certificates and instruments representing or evidencing the Security Collateral, if any, subject only to the revocable rights specified in Section 9(a13(a), provided, however, that the failure to deliver any such notice to DHI shall not affect the validity of such actions of the Collateral Trustee. In addition, after the occurrence and during the continuance of an Event of Default and subject to the Intercreditor Agreement, the Collateral Trustee shall have the right at any time to exchange certificates or instruments representing or evidencing Security Collateral, if any, Collateral for certificates or instruments of smaller or larger denominations.
(b) At such time as any Pledgor has or acquires Subject to Section 5(h), with respect to any Security Collateral in which such Pledgor any Grantor has any right, title or interest and that constitutes an “uncertificated security” (within , to the meaning of Article 8 extent that such Grantor has Knowledge of the UCC)existence of such uncertificated securities, such Pledgor Grantor will use its commercially reasonable efforts to cause the issuer thereof either (at such Grantor's election)
(i) to register the Collateral Trustee as the registered owner of such security or (ii) to agree in an authenticated record substantially in the form of Exhibit B with such Pledgor Grantor and the Collateral Trustee that such issuer will comply with instructions with respect to such security originated by the Collateral Trustee without further consent of such PledgorGrantor, such authenticated record to be in form and substance reasonably satisfactory to the Collateral Trustee provided, however, that the Collateral Trustee agrees that it will not deliver any such instructions to such issuer except upon the occurrence and during the Collateral Trustee.
(c) continuance of an Event of Default. With respect to any Pledged Equity Security Collateral in which any Pledgor Grantor has any right, title or interest and that is not a security (within an uncertificated security, upon the meanings of Article 8 and Article 9 request of the UCC)Collateral Trustee after the occurrence and during the continuance of an Event of Default following the First Priority Lien Satisfaction Date, such Pledgor Grantor will notify each such issuer of Pledged Equity that such Pledged Equity is subject to the security interest granted hereunder.
(dc) With Subject to Section 5(h), with respect to any Pledged Debt Security Collateral in which any Pledgor Grantor has any right, title or interestinterest and that constitutes a security entitlement in which the Collateral Trustee is not the entitlement holder, to the extent that such Grantor has Knowledge of the existence of such security entitlements, such Grantor will cause the securities intermediary with respect to such security entitlement either (at such Grantor's election)
(i) to identify in its records the Collateral Trustee as the entitlement holders of such security entitlement against such securities intermediary or (ii) to agree in an authenticated record with such Grantor and the Collateral Trustee that such securities intermediary will comply with entitlement orders (that is, notifications communicated to such securities intermediary directing transfer or redemption of the financial asset to which such Grantor has a security entitlement) originated by the Collateral Trustee without further consent of such Grantor, such authenticated record to be in substantially the form of Exhibit C hereto or otherwise in form and substance reasonably satisfactory to the Collateral Trustee (such agreement being a "Securities Account Control Agreement").
(d) Subject to Section 5(h), with respect to any Security Collateral in which any Grantor has any right, title or interest and that constitutes a commodity contract, to the extent that such Grantor has Knowledge of the existence of such commodity contracts, such Grantor shall cause the commodity intermediary with respect to such commodity contract to agree in an authenticated record with such Grantor and the Collateral Trustee that such commodity intermediary will apply any value distributed on account of such commodity contract as directed by the Collateral Trustee without further consent of such Grantor, such authenticated record to be in substantially the form of Exhibit D hereto or otherwise in form and substance reasonably Dynegy Second Lien Shared Security Agreement satisfactory to the Collateral Trustee (such agreement being a "Commodity Account Control Agreement", and all such authenticated records, together with all Securities Account Control Agreements being, collectively, "Security Control Agreements").
(e) No Grantor will change or add any securities intermediary or commodity intermediary that maintains any securities account or commodity account in which any of the Shared Collateral is credited or carried, or change or add any such securities account or commodity account, in each case without first complying with the above provisions of this Section 5 in order to perfect the security interest granted hereunder in such Shared Collateral. For the avoidance of doubt, the Pledgor provisions of this Section 5(e) shall not apply to any securities account or commodity account that any Grantor manages or maintains on behalf of third parties, such as securities accounts and commodity accounts maintained or managed by any Grantor for a joint venture in which third parties participate.
(f) Upon the request of the Collateral Trustee upon the occurrence and during the continuance of an Event of Default following the First Priority Lien Satisfaction Date, such Grantor will notify each such issuer of Pledged Debt that such Pledged Debt is subject to the security interest granted hereunder.
(eg) IfTo the extent that any of the Shared Collateral constituting money or any of the Account Collateral or any Security Collateral is subject to a Permitted Lien and such Permitted Lien has been perfected through control (as such term is used in Sections 9-104 and 9-106 of the UCC) or possession, at perfection through possession or control of the security interest created hereunder shall not be required.
(h) Notwithstanding anything to the contrary set forth in this Section 5 or any timeother provision of this Second Lien Shared Security Agreement, an issuer converts until the First Priority Lien Satisfaction Date, Grantors shall not be required to (i) take any Pledged Equity into a “security” within of the meaning actions required under Sections 5(a) through 5(d) herein or (ii) take any other actions with respect to any Collateral that would violate or be inconsistent with the terms of Articles 8 the Intercreditor Agreement or the First Priority Shared Security Agreement. Subject to the terms of the Intercreditor Agreement, the Grantors shall comply with the provisions set forth in Sections 5 and 9 of the UCCFirst Priority Shared Security Agreement until the First Priority Lien Satisfaction Date. Under the terms of Section 2.09 of the Intercreditor Agreement, the relevant Pledgor will either (i) use its commercially reasonable efforts First Priority Collateral Parties have agreed to cause the issuer of such Pledged Equity to issue certificates or instruments evidencing or representing the Pledged Equity and deliver the originals of such certificates or instruments promptly to the Collateral Trustee (or act as directed by the Collateral Trustee), and, if it or any Person other than the relevant Pledgor, receives any such certificates or instruments, shall promptly deliver or cause to be delivered to the Collateral Trustee, the originals of such certificates or instruments or (ii) if the security is an uncertificated security (within the meaning of Article 8 of the UCC), use its commercially reasonable efforts to cause the issuer of such Pledged Equity to enter into an Uncertificated Securities Control Agreement pursuant to clause (b) above.
(f) At such time as any Pledgor has or acquires any Security Collateral in which such Pledgor has any right, title or interest and that is not a security (within the meaning of Article 8 of the UCC), such Pledgor agrees that the Collateral Trustee may file a financing statement in the relevant jurisdiction.
(g) No Pledgor shall take or omit to take any action which would or could reasonably be expected to have the result of materially adversely affecting or impairing the Liens in favor bailees on behalf of the Collateral Trustee in respect of certain Collateral on the terms and the holders of Parity Lien Obligations with respect to the Collateralconditions set forth therein.
Appears in 1 contract
Samples: Second Lien Shared Security Agreement (Dynegy Inc /Il/)
Delivery and Control of Security Collateral. (a) Any All certificates or instruments representing or evidencing Security Collateral (other than certificates and instruments referred to in Section 1(d)(vi) that do not represent Equity Interests of Subsidiaries and do not represent Security Collateral with a value in excess of $1,000,000 for any individual item of Security Collateral or $5,000,000 in the aggregate for all Security Collateral) shall be delivered to and held by or on behalf of the Collateral Trustee Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Collateral TrusteeAgent. The Collateral Trustee Agent shall have the right at any time to exchange certificates or instruments representing or evidencing Security Collateral for certificates or instruments of smaller or larger denominations.
(b) With respect to any Security Collateral that constitutes an uncertificated security, the relevant Grantor will cause the issuer thereof either (i) to register the Collateral Agent as the registered owner of such security or (ii) to agree with such Grantor and the Collateral Agent that such issuer will comply with instructions with respect to such security originated by the Collateral Agent without further consent of such Grantor, such agreement to be in form and substance satisfactory to the Collateral Agent (such agreement being an “Uncertificated Security Control Agreement”).
(c) With respect to any Securities Account and any Security Collateral that constitutes a security entitlement as to which the financial institution acting as Collateral Agent hereunder is not the securities intermediary, the relevant Grantor will cause the securities intermediary with respect to such Account or security entitlement either (i) to identify in its records the Collateral Agent as the entitlement holder thereof or (ii) to agree with such Grantor and the Collateral Agent that such securities intermediary will comply with entitlement orders originated by the Collateral Agent without further consent of such Grantor, such agreement to be in form and substance satisfactory to the Collateral Agent (a “Securities Account Control Agreement”).
(d) Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the right, at any time in its discretion and without notice to any PledgorGrantor, to transfer to or to register in the name of the Collateral Trustee Agent or any of its nominees any or all of the certificates and instruments representing or evidencing the Security Collateral, if any, subject only to the revocable rights specified in Section 9(a14(a). In addition, upon the occurrence and during the continuance of an Event of Default, the Collateral Trustee Agent shall have the right at any time to exchange certificates or instruments representing or evidencing convert Security CollateralCollateral consisting of financial assets credited to any Securities Account to Security Collateral consisting of financial assets held directly by the Collateral Agent, if any, for certificates or instruments and to convert Security Collateral consisting of smaller or larger denominationsfinancial assets held directly by the Collateral Agent to Security Collateral consisting of financial assets credited to any Securities Account.
(be) At such time as any Pledgor has or acquires any Security Collateral in which such Pledgor has any right, title or interest and that constitutes an “uncertificated security” (within Upon the meaning of Article 8 request of the UCC)Collateral Agent following the occurrence and during the continuance of an Event of Default, such Pledgor will use its commercially reasonable efforts to cause the issuer thereof to agree in an authenticated record substantially in the form of Exhibit B with such Pledgor and the Collateral Trustee that such issuer will comply with instructions with respect to such security originated by the Collateral Trustee without further consent of such Pledgor, such authenticated record to be in form and substance satisfactory to such issuer and the Collateral Trustee.
(c) With respect to any Pledged Equity in which any Pledgor has any right, title or interest and that is not a security (within the meanings of Article 8 and Article 9 of the UCC), such Pledgor each Grantor will notify each such issuer of Pledged Equity Security Collateral granted by it hereunder that such Pledged Equity Security Collateral is subject to the security interest granted hereunder.
(d) With respect to any Pledged Debt in which any Pledgor has any right, title or interest, the Pledgor will notify each such issuer of Pledged Debt that such Pledged Debt is subject to the security interest granted hereunder.
(e) If, at any time, an issuer converts any Pledged Equity into a “security” within the meaning of Articles 8 and 9 of the UCC, the relevant Pledgor will either (i) use its commercially reasonable efforts to cause the issuer of such Pledged Equity to issue certificates or instruments evidencing or representing the Pledged Equity and deliver the originals of such certificates or instruments promptly to the Collateral Trustee (or as directed by the Collateral Trustee), and, if it or any Person other than the relevant Pledgor, receives any such certificates or instruments, shall promptly deliver or cause to be delivered to the Collateral Trustee, the originals of such certificates or instruments or (ii) if the security is an uncertificated security (within the meaning of Article 8 of the UCC), use its commercially reasonable efforts to cause the issuer of such Pledged Equity to enter into an Uncertificated Securities Control Agreement pursuant to clause (b) above.
(f) At such time as any Pledgor has or acquires any Security Collateral in which such Pledgor has any right, title or interest and that is not a security (within the meaning of Article 8 of the UCC), such Pledgor agrees that the Collateral Trustee may file a financing statement in the relevant jurisdiction.
(g) No Pledgor shall take or omit to take any action which would or could reasonably be expected to have the result of materially adversely affecting or impairing the Liens in favor of the Collateral Trustee and the holders of Parity Lien Obligations with respect to the Collateral.
Appears in 1 contract
Delivery and Control of Security Collateral. (a) Any certificates All certificates, if any, representing or evidencing the Pledged Interests (other than Equity Interests of non-wholly owned Subsidiaries with a fair market value of less than $7,500,000) and all instruments representing or evidencing Security Collateral the Pledged Debt in an aggregate principal amount in excess of $7,500,000 (other than any short-term intercompany current liabilities incurred in the ordinary course of business and consistent with past practice in connection with the cash management operations of the Dutch Co-Issuer and its Restricted Subsidiaries) shall be promptly delivered to and held by or on behalf of the Collateral Trustee Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank. During the continuation of an Event of Default, all in form and substance satisfactory to the Collateral Trustee. The Collateral Trustee Agent shall have the right, at any time in its discretion and without notice to any PledgorGrantor, to (i) transfer to or to register in the name of the Collateral Trustee Agent or any of its nominees any or all of the certificates and instruments representing or evidencing the Security Collateral, if any, subject only to the revocable rights specified in Section 9(a11(a). In addition, the Collateral Trustee shall have the right at any time to (ii) exchange certificates or instruments representing or evidencing Security Collateral, if any, Collateral for certificates or instruments of smaller or larger denominationsdenominations and (iii) convert Security Collateral consisting of Financial Assets credited to any Securities Account to Security Collateral consisting of Financial Assets held directly by the Collateral Agent, and to convert Security Collateral consisting of Financial Assets held directly by the Collateral Agent to Security Collateral consisting of Financial Assets credited to any Securities Account.
(b) At such time as any Pledgor has or acquires With respect to any Security Collateral (other than Equity Interests of non-wholly owned Subsidiaries with a fair market value of less than $7,500,000) in which such Pledgor any Grantor has any right, title or interest and that constitutes an “uncertificated security” (within the meaning security of Article 8 of the UCC)a Subsidiary, such Pledgor Grantor will use its commercially reasonable efforts to cause the issuer thereof to agree in an authenticated record substantially in the form of Exhibit B with such Pledgor Grantor and the Collateral Trustee Agent that such issuer will comply with instructions with respect to such security originated by the Collateral Trustee Agent without further consent of such PledgorGrantor. During the continuation of an Event of Default, such authenticated record to be in form and substance satisfactory to such issuer and the Collateral Trustee.
(c) With with respect to any Pledged Equity Security Collateral in which any Pledgor Grantor has any right, title or interest and that is not a security (within an uncertificated security, promptly upon the meanings of Article 8 and Article 9 request of the UCC)Collateral Agent, such Pledgor Grantor will notify each such issuer of Pledged Equity Interests that such Pledged Equity is Interests are subject to the security interest interests granted hereunder.
(dc) With Each Grantor agrees that (i) to the extent each interest in any limited liability company or limited partnership controlled now or in the future by such Grantor and pledged hereunder is a “security” within the meaning of Article 8 of the UCC and is governed by Article 8 of the UCC, such interest shall be certificated and (ii) each such interest shall at all times hereafter continue to be such a security and represented by such certificate. Each Grantor further acknowledges and agrees that with respect to any Pledged Debt interest in which any Pledgor has limited liability company or limited partnership controlled now or in the future by such Grantor and pledged hereunder that is not a “security” within the meaning of Article 8 of the UCC, such Grantor shall at no time elect to treat any rightsuch interest as a “security” within the meaning of Article 8 of the UCC, title or interestnor shall such interest be represented by a certificate, unless such Grantor provides written notification to the Pledgor Collateral Agent of such election and such interest is thereafter represented by a certificate that is promptly delivered to the Collateral Agent pursuant to the terms hereof.
(d) During the continuation of an Event of Default, promptly upon the request of the Applicable Collateral Agent, such Grantor will notify each such issuer of Pledged Debt that such Pledged Debt is subject to the security interest interests granted hereunder.
(e) If, at any time, an issuer converts any Pledged Equity into a “security” within the meaning of Articles 8 and 9 of the UCC, the relevant Pledgor will either (i) use its commercially reasonable efforts to cause the issuer of such Pledged Equity to issue certificates or instruments evidencing or representing the Pledged Equity and deliver the originals of such certificates or instruments promptly to the Collateral Trustee (or as directed by the Collateral Trustee), and, if it or any Person other than the relevant Pledgor, receives any such certificates or instruments, shall promptly deliver or cause to be delivered to the Collateral Trustee, the originals of such certificates or instruments or (ii) if the security is an uncertificated security (within the meaning of Article 8 of the UCC), use its commercially reasonable efforts to cause the issuer of such Pledged Equity to enter into an Uncertificated Securities Control Agreement pursuant to clause (b) above.
(f) At such time as any Pledgor has or acquires any Security Collateral in which such Pledgor has any right, title or interest and that is not a security (within the meaning of Article 8 of the UCC), such Pledgor agrees that the Collateral Trustee may file a financing statement in the relevant jurisdiction.
(g) No Pledgor shall take or omit to take any action which would or could reasonably be expected to have the result of materially adversely affecting or impairing the Liens in favor of the Collateral Trustee and the holders of Parity Lien Obligations with respect to the Collateral.
Appears in 1 contract
Delivery and Control of Security Collateral. (a) Any Subject to the terms of the Intercreditor Agreement, all certificates or instruments representing or evidencing existing Security Collateral shall be delivered to and held by or on behalf of the Collateral Trustee Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral Trustee. The Collateral Trustee shall Agent except to the extent that such transfer or assignment is (x) prohibited by applicable law or (y) subject to certain corporate actions by the holders or issuers of non-US Initial Pledged Equity which have the right, at any time in its discretion and without notice to any Pledgor, to transfer to or to register in the name not occurred as of the Collateral Trustee date such delivery is required and governmental approvals or any of its nominees any consents to pledge or all of transfer with respect to non-US Material Subsidiaries which have not yet been obtained as to which Grantor shall use commercially reasonable effects to complete as soon as practicable after the certificates and instruments representing or evidencing the Security Collateral, if any, subject only to the revocable rights specified in Section 9(a). In addition, the Collateral Trustee shall have the right at any time to exchange certificates or instruments representing or evidencing Security Collateral, if any, for certificates or instruments of smaller or larger denominationsdate hereof.
(b) At such time as any Pledgor has or acquires Subject to the terms of the Intercreditor Agreement, with respect to any Security Collateral representing interest in Material Subsidiaries in which such Pledgor any Grantor has any right, title or interest and that constitutes an “uncertificated security” (within the meaning of Article 8 of the UCC), such Pledgor Grantor will use its commercially reasonable efforts to cause the issuer thereof to agree in an authenticated record substantially in the form of Exhibit B with such Pledgor Grantor and the Collateral Trustee Agent that, upon notice from the Collateral Agent that an Actionable Default has occurred and is continuing, such issuer will comply with instructions with respect to such security originated by the Collateral Trustee Agent without further consent of such PledgorGrantor, such authenticated record to be in form and substance reasonably satisfactory to such issuer and the Collateral TrusteeAgent. Upon the request of the Collateral Agent upon the occurrence and during the continuance of an Actionable Default, each Grantor will notify each issuer of other Security Collateral as provided in Section 4(e) below.
(c) With Subject to the terms of the Intercreditor Agreement, with respect to any Pledged Equity in securities or commodity account, any Security Collateral that constitutes a security entitlement as to which any Pledgor has any right, title or interest and that the financial institution acting as Collateral Agent hereunder is not a security (within the meanings of Article 8 and Article 9 securities intermediary, upon the request of the UCCCollateral Agent upon the occurrence and during the continuance of an Actionable Default the relevant Grantor will use its commercially reasonable efforts to cause the securities intermediary with respect to such security or commodity account or security entitlement to identify in its records the Collateral Agent as the entitlement holder thereof.
(d) Subject to the terms of the Intercreditor Agreement, upon the request of Collateral Agent upon the occurrence and during the continuance of an Actionable Default, each Grantor shall cause the Security Collateral to be registered in the name of the Collateral Agent or such of its nominees as the Collateral Agent shall direct, subject only to the revocable rights specified in Section 12(a). In addition, such Pledgor subject to the terms of the Intercreditor Agreement, the Collateral Agent shall have the right upon the occurrence and during the continuance of an Actionable Default to convert Security Collateral consisting of financial assets credited to any securities account or the L/C Cash Deposit Account to Security Collateral consisting of financial assets held directly by the Collateral Agent, and to convert Security Collateral consisting of financial assets held directly by the Collateral Agent to Security Collateral consisting of financial assets credited to any securities or commodity account or the L/C Cash Deposit Account.
(e) Upon the request of the Collateral Agent upon the occurrence and during the continuance of an Actionable Default, each Grantor will notify each such issuer of Pledged Equity Security Collateral granted by it hereunder that such Pledged Equity Security Collateral is subject to the security interest granted hereunder.
(df) With Notwithstanding anything to the contrary in the Second Lien Documents, (i) with respect to any Pledged Debt in which any Pledgor has any right, title or interestsecurity documents under foreign law to be delivered with respect to Material Subsidiaries as of the date of this Agreement, the Pledgor Company shall have 120 days from the date of this Agreement to deliver such security documents to the Collateral Agent, and no Actionable Default shall arise as a result of any failure to deliver such security documents prior to such time and (ii) the Company will notify each such issuer of Pledged Debt that such Pledged Debt is subject not be required to perfect under foreign law the security interest granted hereunder.
hereunder in any Collateral consisting of Capital Stock or other equity interests of any Foreign Subsidiary (e) If, at any time, an issuer converts any Pledged Equity including by entering into a “security” within the meaning of Articles 8 and 9 of the UCC, the relevant Pledgor will either (iforeign law governed pledge agreement) use its commercially reasonable efforts to cause the issuer of such Pledged Equity to issue certificates or instruments evidencing or representing the Pledged Equity and deliver the originals of such certificates or instruments promptly to the Collateral Trustee extent that (or as directed A) the granting of a second-priority security interest therein is not permitted by the Collateral Trustee), and, if it or any Person other than the relevant Pledgor, receives any such certificates or instruments, shall promptly deliver or cause to be delivered to the Collateral Trustee, the originals of such certificates or instruments applicable foreign law or (iiB) if the Company shall have reasonably determined that perfecting such security is an uncertificated security (within the meaning of Article 8 of the UCC), use its commercially reasonable efforts to cause the issuer of such Pledged Equity to enter into an Uncertificated Securities Control Agreement pursuant to clause (b) above.
(f) At such time as any Pledgor has or acquires any Security Collateral in which such Pledgor has any right, title or interest and that under applicable foreign law is not a security (within the meaning of Article 8 of the UCC), such Pledgor agrees that the Collateral Trustee may file a financing statement in the relevant jurisdiction.
(g) No Pledgor shall take or omit to take any action which would or could reasonably be expected to have the result of materially adversely affecting or impairing the Liens in favor of the Collateral Trustee and the holders of Parity Lien Obligations with respect to the Collateral.commercially feasible; provided that:
Appears in 1 contract
Delivery and Control of Security Collateral. (a) Any On or before the Effective Date, all then-existing certificates or instruments representing or evidencing Security Collateral shall be delivered to and held by or on behalf of the Collateral Trustee Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral TrusteeAgent. The Collateral Trustee shall have the rightThereafter, at any time in its discretion and without notice to any Pledgor, to transfer to or to register (i) in the name event the Borrower elects for the Secured Borrowing Base to be In Effect as of the Collateral Trustee or any of its nominees any or all last day of the Fiscal Year or Fiscal Quarter of Holdings, all other certificates and or instruments representing or evidencing the Security Collateral, if any, subject only to the revocable rights Collateral as specified in Section 9(a)6.7B of the Credit Agreement, shall, no later than ten (10) Business Days from the date of delivery of the Section 6.1 Financials for such Fiscal Year or Fiscal Quarter, be delivered to and held by or on behalf of the Collateral Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral Agent pursuant to Section 6.7B of the Credit Agreement, and (ii) at any time that the Secured Borrowing Base is In Effect, if the Borrower or any Subsidiary of the Borrower acquires any Capital Stock in a Pledged Entity after the date that the Secured Borrower Base is initially In Effect, the Borrower will notify the Collateral Agent (who shall thereafter notify the Lenders) thereof, and will, within thirty (30) days after such acquisition, cause such Capital Stock to be subjected to a Lien securing the Obligations and will take, and cause the relevant Loan Parties to take, such actions as shall be necessary or reasonably requested by the Collateral Agent to grant arid perfect such Liens consistent with the applicable requirements of the Collateral Documents, including delivery of all applicable Collateral Deliverables and all actions Section 6.8A of the Credit Agreement. In addition, upon the occurrence and during the continuance of an Event of Default and the exercise of remedies pursuant to Section 14 hereof, the Collateral Trustee Agent shall have the right at any time to exchange certificates or instruments representing or evidencing Security Collateral, if any, Collateral for certificates or instruments of smaller or larger denominations.
(b) At such time as any Pledgor has or acquires any Security Collateral in which such Pledgor has any right, title or interest and that constitutes an “uncertificated security” (within the meaning of Article 8 of the UCC), such Pledgor will use its commercially reasonable efforts to cause the issuer thereof to agree in an authenticated record substantially in the form of Exhibit B with such Pledgor and the Collateral Trustee that such issuer will comply with instructions with respect to such security originated by the Collateral Trustee without further consent of such Pledgor, such authenticated record to be in form and substance satisfactory to such issuer and the Collateral Trustee.
(c) With respect to any Pledged Equity in which any Pledgor has any right, title or interest and that is not a security (within the meanings of Article 8 and Article 9 of the UCC), such Pledgor will notify each such issuer of Pledged Equity that such Pledged Equity is subject to the security interest granted hereunder.
(d) With respect to any Pledged Debt in which any Pledgor has any right, title or interest, the Pledgor will notify each such issuer of Pledged Debt that such Pledged Debt is subject to the security interest granted hereunder.
(e) If, at any time, an issuer converts any Pledged Equity into a “security” within the meaning of Articles 8 and 9 of the UCC, the relevant Pledgor will either (i) use its commercially reasonable efforts to cause the issuer of such Pledged Equity to issue certificates or instruments evidencing or representing the Pledged Equity and deliver the originals of such certificates or instruments promptly to the Collateral Trustee (or as directed by the Collateral Trustee), and, if it or any Person other than the relevant Pledgor, receives any such certificates or instruments, shall promptly deliver or cause to be delivered to the Collateral Trustee, the originals of such certificates or instruments or (ii) if the security is an uncertificated security (within the meaning of Article 8 of the UCC), use its commercially reasonable efforts to cause the issuer of such Pledged Equity to enter into an Uncertificated Securities Control Agreement pursuant to clause (b) above.
(f) At such time as any Pledgor has or acquires any Security Collateral in which such Pledgor has any right, title or interest and that is not a security (within the meaning of Article 8 of the UCC), such Pledgor agrees that the Collateral Trustee may file a financing statement in the relevant jurisdiction.
(g) No Pledgor shall take or omit to take any action which would or could reasonably be expected to have the result of materially adversely affecting or impairing the Liens in favor of the Collateral Trustee and the holders of Parity Lien Obligations with respect to the Collateral.
Appears in 1 contract
Samples: Credit Agreement (Brookfield Residential Properties Inc.)
Delivery and Control of Security Collateral. (a) Any All certificates or instruments representing or evidencing Security Collateral (if certificated) shall be delivered to and held by or on behalf of the Collateral Trustee Agent pursuant hereto to the terms of and to the extent required under the Credit Agreement and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral Trustee. The Collateral Trustee Agent; provided that no Grantor shall have be required to deliver any instrument representing (x) Pledged Debt if the rightface amount of such Pledged Debt is less than $15,000,000, at any time in its discretion or (y) Pledged Debt other than indebtedness (i) for borrowed money (whether by loan or the issuance and without notice to any Pledgor, to transfer to sale of debt securities) or to register (ii) for the deferred purchase or acquisition price of property or services of which such Grantor is the seller (other than accounts receivable (other than for borrowed money) in the name ordinary course of business) owed to a Grantor. After the Collateral Trustee or any occurrence and during the continuance of its nominees any or all an Event of the certificates and instruments representing or evidencing the Security Collateral, if any, subject only to the revocable rights specified in Section 9(a). In additionDefault, the Collateral Trustee Agent shall have the right at any time to exchange certificates or instruments representing or evidencing Security Collateral, if any, Collateral for certificates or instruments of smaller or larger denominations.
(b) At such time as any Pledgor has or acquires With respect to (i) the Securities Accounts, (ii) the Cash Collateral Account and (iii) any Security Collateral in which such Pledgor has any right, title or interest and that constitutes an “uncertificated security” (within a security entitlement as to which the meaning of Article 8 of financial institution acting as Collateral Agent hereunder is not the UCC)securities intermediary, such Pledgor the relevant Grantor will use its commercially reasonable efforts to cause the issuer securities intermediary with respect to each such account or security entitlement pursuant to the terms of and to the extent required under the Credit Agreement either (A) to identify in its records the Collateral Agent as the entitlement holder thereof or (B) to agree in an authenticated record substantially in the form of Exhibit B with such Pledgor Grantor and the Collateral Trustee Agent that such issuer securities intermediary will comply with instructions with respect to such security entitlement orders originated by the Collateral Trustee Agent without further consent of such PledgorGrantor, such authenticated record agreement to be in form and substance reasonably satisfactory to such issuer and the Collateral TrusteeAgent (a “Securities Account Control Agreement”); provided, however, this Section 4(b) shall not apply to Excluded Non-Pledged Accounts; provided further that the Collateral Agent will not give any such orders except after the occurrence and during the continuance of an Event of Default.
(c) With respect to any Pledged Equity in which any Pledgor has any right, title or interest and that is not a security (within Upon the meanings of Article 8 and Article 9 request of the UCC)Collateral Agent following the occurrence and during the continuance of an Event of Default, such Pledgor each Grantor will notify each such issuer of Pledged Equity Security Collateral (other than any other Loan Party) granted by it hereunder that such Pledged Equity Security Collateral is subject to the security interest granted hereunder.
(d) With respect to any Pledged Debt in which any Pledgor has any right, title or interest, the Pledgor will notify each such issuer of Pledged Debt that such Pledged Debt is subject to the security interest granted hereunder.
(e) If, at any time, an issuer converts any Pledged Equity into a “security” within the meaning of Articles 8 and 9 of the UCC, the relevant Pledgor will either (i) use its commercially reasonable efforts to cause the issuer of such Pledged Equity to issue certificates or instruments evidencing or representing the Pledged Equity and deliver the originals of such certificates or instruments promptly to the Collateral Trustee (or as directed by the Collateral Trustee), and, if it or any Person other than the relevant Pledgor, receives any such certificates or instruments, shall promptly deliver or cause to be delivered to the Collateral Trustee, the originals of such certificates or instruments or (ii) if the security is an uncertificated security (within the meaning of Article 8 of the UCC), use its commercially reasonable efforts to cause the issuer of such Pledged Equity to enter into an Uncertificated Securities Control Agreement pursuant to clause (b) above.
(f) At such time as any Pledgor has or acquires any Security Collateral in which such Pledgor has any right, title or interest and that is not a security (within the meaning of Article 8 of the UCC), such Pledgor agrees that the Collateral Trustee may file a financing statement in the relevant jurisdiction.
(g) No Pledgor shall take or omit to take any action which would or could reasonably be expected to have the result of materially adversely affecting or impairing the Liens in favor of the Collateral Trustee and the holders of Parity Lien Obligations with respect to the Collateral.
Appears in 1 contract
Delivery and Control of Security Collateral. (a) Any All certificates or instruments representing or evidencing Security Collateral (except any certificate or instrument the principal amount evidenced thereby does not exceed $1,000,000 individually and $10,000,000 in the aggregate (for any and all certificates and instruments held by any and all Grantors)) shall be delivered promptly to and held by or on behalf of the Collateral Trustee Administrative Agent pursuant hereto (unless the Term Facility Agent is granted a prior security interest in such certificates and shall instruments and the same are required to be in suitable form for transfer by delivery, or delivered (and are so delivered) to the Term Facility Agent) and shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Collateral Trustee. The Collateral Trustee shall have the right, at any time in its discretion and without notice to any Pledgor, to transfer to or to register in the name of the Collateral Trustee or any of its nominees any or all of the certificates and instruments representing or evidencing the Security Collateral, if any, subject only to the revocable rights specified in Section 9(a). In addition, the Collateral Trustee Administrative Agent shall have the right at any time to exchange certificates or instruments representing or evidencing Security Collateral, if any, Collateral for certificates or instruments of smaller or larger denominationsdenominations to the extent the relevant Grantor can obtain such certificates with the exercise of commercially reasonable efforts.
(b) At From and after the date falling 45 days after the date hereof (or such time later date as the Administrative Agent may reasonably determine), with respect to any Pledgor has or acquires Securities Account (other than any Excluded Account (as defined below)) and any Security Collateral in which such Pledgor has any right, title or interest and that constitutes an “uncertificated security” (within a security entitlement as to which the meaning of Article 8 of financial institution acting as Administrative Agent hereunder is not the UCC)securities intermediary, such Pledgor the relevant Grantor will use its commercially reasonable efforts to cause the issuer thereof to agree in an authenticated record substantially in the form of Exhibit B with such Pledgor and the Collateral Trustee that such issuer will comply with instructions securities intermediary with respect to such Securities Account or security originated by entitlement either (i) to identify in its records the Collateral Trustee without further consent of Administrative Agent as the entitlement holder thereof (unless the Term Facility Agent is granted a prior security interest in such Pledgorsecurity entitlement and such Grantor is required to cause (and has so caused) such securities intermediary to identify in its records the Term Facility Agent as the entitlement holder thereof) or (ii) to execute and deliver to the Administrative Agent a control agreement, such authenticated record agreement to be in form and substance reasonably satisfactory to such issuer and the Collateral TrusteeAdministrative Agent (a “Securities Account Control Agreement”).
(c) With respect Subject to the Intercreditor Agreement, the Administrative Agent shall have the right, at any time after the occurrence and during the continuance of an Event of Default, (i) in its discretion and without notice to any Pledged Equity Grantor, to transfer to or to register in which any Pledgor has any right, title or interest and that is not a security (within the meanings of Article 8 and Article 9 name of the UCC)Administrative Agent or any of its nominees any or all of the Security Collateral, such Pledgor subject only to the revocable rights specified in Section 14(a) and (ii) to convert Security Collateral consisting of financial assets credited to any Securities Account to Security Collateral consisting of financial assets held directly by the Administrative Agent, and to convert Security Collateral consisting of financial assets held directly by the Administrative Agent to Security Collateral consisting of financial assets credited to any Securities Account.
(d) Upon the request of the Administrative Agent following the occurrence and during the continuance of an Event of Default, each Grantor will notify each such issuer of Pledged Equity Security Collateral granted by it hereunder that such Pledged Equity Security Collateral is subject to the security interest granted hereunder.
(d) With respect to any Pledged Debt in which any Pledgor has any right, title or interest, the Pledgor will notify each such issuer of Pledged Debt that such Pledged Debt is subject to the security interest granted hereunder.
(e) If, at any time, an issuer converts any Pledged Equity into a “security” within the meaning of Articles 8 and 9 of the UCC, the relevant Pledgor will either (i) use its commercially reasonable efforts to cause the issuer of such Pledged Equity to issue certificates or instruments evidencing or representing the Pledged Equity and deliver the originals of such certificates or instruments promptly to the Collateral Trustee (or as directed by the Collateral Trustee), and, if it or any Person other than the relevant Pledgor, receives any such certificates or instruments, shall promptly deliver or cause to be delivered to the Collateral Trustee, the originals of such certificates or instruments or (ii) if the security is an uncertificated security (within the meaning of Article 8 of the UCC), use its commercially reasonable efforts to cause the issuer of such Pledged Equity to enter into an Uncertificated Securities Control Agreement pursuant to clause (b) above.
(f) At such time as any Pledgor has or acquires any Security Collateral in which such Pledgor has any right, title or interest and that is not a security (within the meaning of Article 8 of the UCC), such Pledgor agrees that the Collateral Trustee may file a financing statement in the relevant jurisdiction.
(g) No Pledgor shall take or omit to take any action which would or could reasonably be expected to have the result of materially adversely affecting or impairing the Liens in favor of the Collateral Trustee and the holders of Parity Lien Obligations with respect to the Collateral.
Appears in 1 contract
Samples: Security Agreement (Chemtura CORP)
Delivery and Control of Security Collateral. (a) Any With respect to any certificates or instruments representing or evidencing Security Collateral (other than instruments representing or evidencing Investments permitted by Section 7.02(b) of the Credit Agreement), to the extent that any relevant Grantor has Knowledge of the existence of such certificates and instruments, such certificates and instruments shall be delivered to and held by or on behalf of the Collateral Trustee Trustees pursuant hereto to this Shared Security Agreement and the Collateral Trust Agreement and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral TrusteeTrustees. The After the occurrence and during the continuance of an Event of Default, the Collateral Trustee Trustees shall have the right, at any time in its their discretion and without with notice to any Pledgorthe Borrower, to transfer to or to register in the name of the Collateral Trustee Trustees or any of its their nominees any or all of the certificates and instruments representing or evidencing the Security Collateral, if any, subject only to the revocable rights specified in Section 9(a13(a), provided, however, that the failure to deliver any such notice to the Borrower shall not affect the validity of such actions of the Collateral Trustees. In addition, after the occurrence and during the continuance of an Event of Default, the Collateral Trustee Trustees shall have the right at any time to exchange certificates or instruments representing or evidencing Security Collateral, if any, Collateral for certificates or instruments of smaller or larger denominations.
(b) At such time as any Pledgor has or acquires With respect to any Security Collateral in which such Pledgor any Grantor has any right, title or interest and that constitutes an “uncertificated security” (within , to the meaning of Article 8 extent that such Grantor has Knowledge of the UCC)existence of such uncertificated securities, such Pledgor Grantor will use its commercially reasonable efforts to cause the issuer thereof either (at such Grantor's election)
(i) to register the Collateral Trustees as the registered owners of such security or (ii) to agree in an authenticated record substantially in the form of Exhibit B with such Pledgor Grantor and the Collateral Trustee Trustees that such issuer will comply with instructions with respect to such security originated by the Collateral Trustee Trustees without further consent of such PledgorGrantor, such authenticated record to be in form and substance reasonably satisfactory to the Collateral Trustees provided, however, that the Collateral Trustees agree that they will not deliver any such instructions to such issuer except upon the occurrence and during the Collateral Trustee.
(c) continuance of an Event of Default. With respect to any Pledged Equity Security Collateral in which any Pledgor Grantor has any right, title or interest and that is not a security (within an uncertificated security, upon the meanings of Article 8 and Article 9 request of the UCC)Collateral Trustees after the occurrence and during the continuance of an Event of Default, such Pledgor Grantor will notify each such issuer of Pledged Equity that such Pledged Equity is subject to the security interest granted hereunder.
(c) With respect to any Security Collateral in which any Grantor has any right, title or interest and that constitutes a security entitlement in which the Collateral Trustees are not the entitlement holder, to the extent that such Grantor has Knowledge of the existence of such security entitlements, such Grantor will cause the securities intermediary with respect to such security entitlement either (at such Grantor's election)
(i) to identify in its records the Collateral Trustees as the entitlement holders of such security entitlement against such securities intermediary or (ii) to agree in an authenticated record with such Grantor and the Collateral Trustees that such securities intermediary will comply with entitlement orders (that is, notifications communicated to such securities intermediary directing transfer or redemption of the financial asset to which such Grantor has a security entitlement) originated by the Collateral Trustees without further consent of such Grantor, such authenticated record to be in substantially the form of Exhibit C hereto or otherwise in form and substance reasonably satisfactory to the Collateral Trustees (such agreement being a "Securities Account Control Agreement").
(d) With respect to any Pledged Debt Security Collateral in which any Pledgor Grantor has any right, title or interestinterest and that constitutes a commodity contract, to the extent that such Grantor has Knowledge of the existence of such commodity contracts, such Grantor shall cause the commodity intermediary with respect to such commodity contract to agree in an authenticated record with such Grantor and the Collateral Trustees that such commodity intermediary will apply any value distributed on account of such commodity contract as directed by the Collateral Trustees without further consent of such Grantor, such authenticated record to be in substantially the form of Exhibit D hereto or otherwise in form and substance reasonably satisfactory to the Collateral Trustees (such agreement being a "Commodity Account Control Agreement", and all such authenticated records, together with all Securities Account Control Agreements being, collectively, "Security Control Agreements").
(e) No Grantor will change or add any securities intermediary or commodity intermediary that maintains any securities account or commodity account in which any of the Shared Collateral is credited or carried, or change or add any such securities account or commodity account, in each case without first complying with the above provisions of this Section 5 in order to perfect the security interest granted hereunder in such Shared Collateral. For the avoidance of doubt, the Pledgor provisions of this Section 5(f) shall not apply to any securities account or commodity account that any Grantor manages or maintains on behalf of third parties, such as securities accounts and commodity accounts maintained or managed by any Grantor for a joint venture in which third parties participate.
(f) Upon the request of the Collateral Trustees upon the occurrence and during the continuance of an Event of Default, such Grantor will notify each such issuer of Pledged Debt that such Pledged Debt is subject to the security interest granted hereunder.
(e) If, at any time, an issuer converts any Pledged Equity into a “security” within the meaning of Articles 8 and 9 of the UCC, the relevant Pledgor will either (i) use its commercially reasonable efforts to cause the issuer of such Pledged Equity to issue certificates or instruments evidencing or representing the Pledged Equity and deliver the originals of such certificates or instruments promptly to the Collateral Trustee (or as directed by the Collateral Trustee), and, if it or any Person other than the relevant Pledgor, receives any such certificates or instruments, shall promptly deliver or cause to be delivered to the Collateral Trustee, the originals of such certificates or instruments or (ii) if the security is an uncertificated security (within the meaning of Article 8 of the UCC), use its commercially reasonable efforts to cause the issuer of such Pledged Equity to enter into an Uncertificated Securities Control Agreement pursuant to clause (b) above.
(f) At such time as any Pledgor has or acquires any Security Collateral in which such Pledgor has any right, title or interest and that is not a security (within the meaning of Article 8 of the UCC), such Pledgor agrees that the Collateral Trustee may file a financing statement in the relevant jurisdiction.
(g) No Pledgor shall take or omit to take any action which would or could reasonably be expected to have the result of materially adversely affecting or impairing the Liens in favor of the Collateral Trustee and the holders of Parity Lien Obligations with respect to the Collateral.
Appears in 1 contract
Delivery and Control of Security Collateral. Subject to the ABL Intercreditor Agreement:
(a) Any All certificates or instruments representing or evidencing Security Collateral (if certificated or represented by an instrument) shall be delivered to and held by or on behalf of the Collateral Trustee Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral Trustee. The Collateral Trustee Agent; provided that no Grantor shall have be required to deliver an instrument representing Pledged Debt if the right, at any time in its discretion and without notice to any Pledgor, to transfer to amount of such Pledged Debt is less than $100,0001,000,000 individually or to register $250,0005,000,000 in the name aggregate as to all such Pledged Debt. After the occurrence and during the continuance of the Collateral Trustee or any an Event of its nominees any or all of the certificates and instruments representing or evidencing the Security Collateral, if any, subject only to the revocable rights specified in Section 9(a). In additionDefault, the Collateral Trustee Agent shall have the right at any from time to time to exchange certificates or instruments representing or evidencing Security Collateral, if any, Collateral for certificates or instruments of smaller or larger denominations.
(b) At such time as any Pledgor has or acquires With respect to any Security Collateral in which such Pledgor has any right, title or interest and that constitutes an Uncertificated Security that is at any time subject to Article 8 of the UCC and is not held in a Securities Account, the relevant Grantor will promptly provide the Collateral Agent written notice thereof and, if requested by Collateral Agent, cause, to the extent permitted by applicable law, each issuer thereof that is a Subsidiary of such Grantor to execute and deliver to the Collateral Agent an acknowledgment of the pledge of such Security Collateral and an agreement by such issuer to comply with instructions originated by the Collateral Agent without further consent by such Grantor, in each case in a form and substance that is reasonably satisfactory to the Borrower and the Collateral Agent (such agreement being an “uncertificated Uncertificated Security Control Agreement”). In addition to and without limiting the foregoing, each Grantor which is or may become the issuer of any such Uncertificated Security constituting Collateral hereby agrees to comply with instructions originated by the Collateral Agent with respect to such Uncertificated Security without further consent by the registered owner thereof.
(c) Each Grantor represents and warrants that the Collateral Agent has a perfected first priority security interest (which priority shall be subject to Permitted Liens having priority by operation of law and, with respect to ABL Priority Collateral, Permitted Liens described in clause (z) of such definition) in all Security Collateral pledged by it hereunder that is in existence on the date hereofFirst Amendment Effective Date to the extent the actions described in Section 9(k) have been taken and that the applicable constitutive documents do not require the consent of the other shareholders, members, partners or other Person (other than the applicable Grantor) to permit the Collateral Agent or its designee to be substituted for the applicable Grantor as a shareholder, member, partner or other equity owner, as applicable, thereto. With respect to any Security Collateral that at any time is not evidenced by certificates of ownership, then each applicable Grantor shall, to the extent permitted by applicable law and upon the reasonable request of the Collateral Agent, cause such pledge to be recorded on the equityholder register or the books of the issuer, execute customary pledge forms or other documents necessary or reasonably requested to complete the pledge, and shall otherwise comply with the provisions of Section 9 hereof, and give the Collateral Agent the right to transfer such Security Collateral under the terms hereof. Alternatively, the applicable Grantor may cause such Security Collateral to become (if not already the case) a “security” governed by Article 8 of the UCC and issue “security certificates” (within the meaning of as defined in Article 8 of the UCC) for such Security Collateral, so long as such “security certificates” are delivered to the Collateral Agent in accordance with the provisions of Section 5(a).
(d) With respect to (i) the Securities Accounts and (ii) any Security Collateral that constitutes a security entitlement as to which the financial institution acting as Collateral Agent hereunder is not the Securities Intermediary, such Pledgor the relevant Grantor will use its commercially reasonable efforts to cause the issuer Securities Intermediary with respect to each such account or security entitlement either (A) to identify in its records the Collateral Agent as the entitlement holder thereof or (B) to agree in an authenticated record substantially in the form of Exhibit B with such Pledgor Grantor and the Collateral Trustee Agent that such issuer Securities Intermediary will comply with instructions with respect to such security entitlement orders originated by the Collateral Trustee Agent without further consent of such PledgorGrantor, such authenticated record agreement to be in form and substance reasonably satisfactory to such issuer the Borrower and Collateral Agent (a “Securities Account Control Agreement”); provided, however, any Securities Account with an aggregate value of less than $500,000 shall not be subject to the requirements of this Section 5(d); provided further that the aggregate value of all Securities Accounts not subject to the requirements of this Section 5(d) shall not exceed $1,500,000 at any one time outstanding; provided further that (i) the Collateral TrusteeAgent will not give any such orders except (A) prior to the Discharge of ABL Obligations, after the occurrence and during the continuance of a Triggering Event, and (B) after the Discharge of ABL Obligations, noafter the occurrence and during the continuance of an Event of Default shall have occurred and be continuing, and (ii) if both (A) prior to the Discharge of ABL Obligations, the cure (but not a partial cure) or waiver of any previously continuing Triggering Event has occurred, and (B) after the Discharge of ABL Obligations, the cure (but not a partial cure) or waiver of any previously continuing Event of Default has occurred, the Collateral Agent shall take such action, at the expense of such Grantor, as shall be reasonably necessary to reconvey to such Grantor the right to give entitlement orders and instructions or directions to any issuer of Uncertificated Securities or Securities Intermediary.
(ce) With As between the Collateral Agent and the Grantors, the Grantors shall bear the investment risk with respect to any Pledged Equity the Security Collateral, and the risk of loss of, damage to, or the destruction of the Security Collateral, whether in which any Pledgor has any rightthe possession of, title or interest and that is not maintained as a security entitlement or deposit by, or subject to the control of, the Collateral Agent, a Securities Intermediary, any Grantor or any other Person; provided, however, that nothing contained in this Section 5 shall release or relieve any Securities Intermediary of its duties and obligations to the Grantors or any other Person under any Securities Account Control Agreement or under applicable law. Each Grantor shall pay, when due and payable, all claims and fees of whatever kind or nature with respect to the Security Collateral, except as otherwise permitted under the ABL Loan Documents xxxxx the Loan Documents. In the event any Grantor shall fail to make such payment contemplated in the immediately preceding sentence, the Collateral Agent may do so for the account of such Grantor and the Grantors shall promptly reimburse and indemnify the Collateral Agent for all costs and expenses incurred by the Collateral Agent under this Section 5 and under Section 24 hereof.
(within f) Upon the meanings of Article 8 and Article 9 request of the UCC)Collateral Agent (i) prior to the Discharge of ABL Obligations, such Pledgor following the occurrence and during the continuance of xxx Triggering Event and (ii) after the Discharge of ABL Obligations, following the occurrence and during the continuance of an Event of Default, each Grantor will notify each such issuer of Pledged Equity Securities Collateral (other than any other Loan Party) in which a security interest has been granted by it hereunder that such Pledged Equity Securities Collateral is subject to the security interest granted hereunder.
(d) With respect to any Pledged Debt in which any Pledgor has any right, title or interest, the Pledgor will notify each such issuer of Pledged Debt that such Pledged Debt is subject to the security interest granted hereunder.
(e) If, at any time, an issuer converts any Pledged Equity into a “security” within the meaning of Articles 8 and 9 of the UCC, the relevant Pledgor will either (i) use its commercially reasonable efforts to cause the issuer of such Pledged Equity to issue certificates or instruments evidencing or representing the Pledged Equity and deliver the originals of such certificates or instruments promptly to the Collateral Trustee (or as directed by the Collateral Trustee), and, if it or any Person other than the relevant Pledgor, receives any such certificates or instruments, shall promptly deliver or cause to be delivered to the Collateral Trustee, the originals of such certificates or instruments or (ii) if the security is an uncertificated security (within the meaning of Article 8 of the UCC), use its commercially reasonable efforts to cause the issuer of such Pledged Equity to enter into an Uncertificated Securities Control Agreement pursuant to clause (b) above.
(f) At such time as any Pledgor has or acquires any Security Collateral in which such Pledgor has any right, title or interest and that is not a security (within the meaning of Article 8 of the UCC), such Pledgor agrees that the Collateral Trustee may file a financing statement in the relevant jurisdiction.
(g) No Pledgor shall take or omit to take any action which would or could reasonably be expected to have the result of materially adversely affecting or impairing the Liens in favor of the Collateral Trustee and the holders of Parity Lien Obligations with respect to the Collateral.
Appears in 1 contract
Delivery and Control of Security Collateral. (a) Any All certificates or instruments representing or evidencing Security Collateral shall be delivered to and held by or on behalf of the First Lien Collateral Trustee Agent pursuant hereto and the Intercreditor and Subordination Agreement and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the First Lien Collateral TrusteeAgent. The First Lien Collateral Trustee Agent shall have the right, at any time in its discretion and without notice to any PledgorGrantor, to transfer to or to register in the name of the First Lien Collateral Trustee Agent or any of its nominees any or all of the certificates and instruments representing or evidencing the Security Collateral, if any, subject only to the revocable rights specified in Section 9(a14(a). In addition, the First Lien Collateral Trustee Agent shall have the right at any time to exchange certificates or instruments representing or evidencing Security Collateral, if any, Collateral for certificates or instruments of smaller or larger denominations. Also, the First Lien Collateral Agent shall have the right at any time to convert Security Collateral consisting of financial assets credited to the securities account to Security Collateral consisting of financial assets held directly by the First Lien Collateral Agent, and to convert Security Collateral consisting of financial assets held directly by the First Lien Collateral Agent to Security Collateral consisting of financial assets credited to the securities account.
(b) At such time as any Pledgor has or acquires With respect to any Security Collateral in which such Pledgor any Grantor has any right, title or interest and that constitutes an “uncertificated security” (within the meaning of Article 8 of the UCC), such Pledgor will use its commercially reasonable efforts to Grantor shall cause the issuer thereof either (i) to register the First Lien Collateral Agent as the registered owner of such security or (ii) to agree in an authenticated record substantially in the form of Exhibit B writing with such Pledgor Grantor and the First Lien Collateral Trustee Agent that such issuer will shall comply with instructions with respect to such security originated by the First Lien Collateral Trustee Agent without further consent of such PledgorGrantor, such authenticated record agreement to be in form and substance satisfactory to such issuer and the First Lien Collateral TrusteeAgent.
(c) With respect to any Pledged Equity Security Collateral in which any Pledgor Grantor has any right, title or interest and that is not constitutes a security entitlement, such Grantor shall cause the securities intermediary with respect to such security entitlement either (within i) to identify in its records the meanings First Lien Collateral Agent as the entitlement holder of Article 8 such security entitlement against such securities intermediary or (ii) to agree in writing with such Grantor and Article 9 the First Lien Collateral Agent that such securities intermediary shall comply with entitlement orders (that is, notifications communicated to such securities intermediary directing transfer or redemption of the UCC)financial asset to which such Grantor has a security entitlement) originated by the First Lien Collateral Agent without further consent of such Grantor, such Pledgor will notify each such issuer agreement to be substantially in the form of Pledged Equity that such Pledged Equity is subject Exhibit E attached hereto or otherwise in form and substance satisfactory to the security interest granted hereunderCollateral Agent (such agreement being a “Securities Account Control Agreement”).
(d) With respect to any Pledged Debt in which any Pledgor has any right, title or interest, the Pledgor will notify each such issuer of Pledged Debt that such Pledged Debt is subject to the security interest granted hereunder.
(e) If, at any time, an issuer converts any Pledged Equity into a “security” within the meaning of Articles 8 and 9 of the UCC, the relevant Pledgor will either (i) use its commercially reasonable efforts to cause the issuer of such Pledged Equity to issue certificates or instruments evidencing or representing the Pledged Equity and deliver the originals of such certificates or instruments promptly to the Collateral Trustee (or as directed by the Collateral Trustee), and, if it or any Person other than the relevant Pledgor, receives any such certificates or instruments, shall promptly deliver or cause to be delivered to the Collateral Trustee, the originals of such certificates or instruments or (ii) if the security is an uncertificated security (within the meaning of Article 8 of the UCC), use its commercially reasonable efforts to cause the issuer of such Pledged Equity to enter into an Uncertificated Securities Control Agreement pursuant to clause (b) above.
(f) At such time as any Pledgor has or acquires any Security Collateral in which such Pledgor any Grantor has any right, title or interest and that is not constitutes a security (within the meaning of Article 8 of the UCC)commodity contract, such Pledgor agrees Grantor shall cause the commodity intermediary with respect to such commodity contract to agree in writing with such Grantor and the First Lien Collateral Agent that such commodity intermediary shall apply any value distributed on account of such commodity contract as directed by the First Lien Collateral Trustee may file Agent without further consent of such Grantor, such agreement to be in form and substance satisfactory to the First Lien Collateral Agent (such agreement being a financing statement in “Commodity Account Control Agreement,” and all such agreements together with all Securities Account Control Agreements, being collectively, the relevant jurisdiction“Control Agreements”).
(ge) No Pledgor Grantor shall take change or omit to take add any action securities intermediary or commodity intermediary that maintains any securities account or commodity account in which would or could reasonably be expected to have the result of materially adversely affecting or impairing the Liens in favor any of the Collateral Trustee and is credited or carried, or change or add any such securities account or commodity account, in each case without first complying with the holders above provisions of Parity Lien Obligations with respect this Section 4 in order to perfect the security interest granted hereunder in such Collateral.
Appears in 1 contract
Delivery and Control of Security Collateral. Subject to the Intercreditor Agreement:
(a) Any All certificates or instruments representing or evidencing Security Collateral (if certificated) shall be delivered to and held by or on behalf of the Collateral Trustee Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral TrusteeAgent; provided that no Grantor shall be required to deliver an instrument representing Pledged Debt if the amount of such Pledged Debt is less than $250,000. The Collateral Trustee shall have After the right, at any time in its discretion occurrence and without notice to any Pledgor, to transfer to or to register in during the name continuance of the Collateral Trustee or any an Event of its nominees any or all of the certificates and instruments representing or evidencing the Security Collateral, if any, subject only to the revocable rights specified in Section 9(a). In additionDefault, the Collateral Trustee Agent shall have the right at any time to exchange certificates or instruments representing or evidencing Security Collateral, if any, Collateral for certificates or instruments of smaller or larger denominations.
(b) At such time as any Pledgor has or acquires With respect to any Security Collateral in which such Pledgor has any right, title or interest and that constitutes an “uncertificated security” (within the meaning of security that is at any time subject to Article 8 of the UCC)UCC and is not held in a Securities Account, such Pledgor the relevant Grantor will use its commercially reasonable efforts cause, to cause the extent permitted by applicable law, each issuer thereof that is a Subsidiary of such Grantor to agree execute and deliver to the Collateral Agent an acknowledgment of the pledge of such Security Collateral in an authenticated record substantially in a form and substance that is reasonably satisfactory to the form of Exhibit B with such Pledgor Borrower and the Collateral Trustee that Agent (such issuer will comply with instructions with respect to such security originated by the Collateral Trustee without further consent of such Pledgor, such authenticated record to be in form and substance satisfactory to such issuer and the Collateral Trusteeagreement being an “Uncertificated Security Control Agreement”).
(c) With respect to (i) the Securities Accounts and (ii) any Pledged Equity in Security Collateral that constitutes a security entitlement as to which any Pledgor has any right, title or interest and that the financial institution acting as Collateral Agent hereunder is not a the securities intermediary, the relevant Grantor will cause the securities intermediary with respect to each such account or security entitlement either (within A) to identify in its records the meanings Collateral Agent as the entitlement holder thereof or (B) to agree with such Grantor and the Collateral Agent that such securities intermediary will comply with entitlement orders originated by the Collateral Agent without further consent of Article 8 and Article 9 of the UCC)such Grantor, such Pledgor will notify each such issuer agreement to be in form and substance reasonably satisfactory to the Borrower and Collateral Agent (a “Securities Account Control Agreement”); provided, however, that any Securities Account with an aggregate value of Pledged Equity less than $500,000; provided further that such Pledged Equity is the aggregate value of all Securities Accounts not subject to the security interest granted hereunderrequirements of this Section 4(c) shall not exceed $1,500,000 at any one time outstanding; provided further that the Collateral Agent will (i) not give any such orders except after the occurrence and during the continuance of an Event of Default and (ii) upon cure (but not a partial cure) or waiver of any previously continuing Event of Default, the Collateral Agent shall take such action, at the expense of such Grantor, as shall be reasonably necessary to reconvey to such Grantor the right to give entitlement orders and instructions or directions to any issuer of uncertificated securities or securities intermediary.
(d) With respect to any Pledged Debt in which any Pledgor has any rightUpon the request of the Collateral Agent following the occurrence and during the continuance of an Event of Default, title or interest, the Pledgor each Grantor will notify each such issuer of Pledged Debt Securities Collateral (other than any other Loan Party) in which a security interest has been granted by it hereunder that such Pledged Debt Securities Collateral is subject to the security interest granted hereunder.
(e) IfNotwithstanding anything contained in this Section 4, at any time, an issuer converts any Pledged Equity into a “security” within so long as the meaning of Articles 8 and 9 of the UCC, the relevant Pledgor will either ABL Collateral Agent (i) use its commercially reasonable efforts to cause the issuer of such Pledged Equity to issue certificates or instruments evidencing or representing the Pledged Equity and deliver the originals of such certificates or instruments promptly to the Collateral Trustee (or as directed by the Collateral Trustee), and, if it or any Person other than the relevant Pledgor, receives any such certificates or instruments, shall promptly deliver or cause to be delivered to the Collateral Trustee, the originals of such certificates or instruments or (ii) if the security is an uncertificated security (within the meaning of Article 8 of the UCC), use its commercially reasonable efforts to cause the issuer of such Pledged Equity to enter into an Uncertificated Securities Control Agreement pursuant to clause (b) above.
(f) At such time as any Pledgor has or acquires any Security Collateral in which such Pledgor has any right, title or interest and that is not a security (within the meaning of Article 8 of the UCC), such Pledgor agrees that the Collateral Trustee may file a financing statement defined in the relevant jurisdiction.
(gIntercreditor Agreement) No Pledgor shall take or omit to take any action which would or could reasonably be expected to have the result of materially adversely affecting or impairing the Liens in favor is acting as bailee and as agent for perfection on behalf of the Collateral Trustee and the holders of Parity Lien Obligations with respect Agent pursuant to the Collateralterms of the Intercreditor Agreement, any obligation of any Grantor in this Agreement that requires delivery of Collateral to, or the possession of Collateral with, the Collateral Agent shall be deemed complied with and satisfied in the event that such delivery of Collateral has been made to, or such possession of Collateral is with, the ABL Collateral Agent (as defined in the Intercreditor Agreement).
Appears in 1 contract
Delivery and Control of Security Collateral. Subject to the ABL Intercreditor Agreement:.
(a) Any All certificates or instruments representing or evidencing Security Collateral (if certificated or represented by an instrument) shall be delivered to and held by or on behalf of the Collateral Trustee Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral Trustee. The Collateral Trustee Agent; provided that no Grantor shall have be required to deliver an instrument representing Pledged Debt if the right, at any time in its discretion and without notice to any Pledgor, to transfer to amount of such Pledged Debt is less than $1,000,000 individually or to register $5,000,000 in the name aggregate as to all such Pledged Debt. After the occurrence and during the continuance of the Collateral Trustee or any an Event of its nominees any or all of the certificates and instruments representing or evidencing the Security Collateral, if any, subject only to the revocable rights specified in Section 9(a). In additionDefault, the Collateral Trustee Agent shall have the right at any from time to time to exchange certificates or instruments representing or evidencing Security Collateral, if any, Collateral for certificates or instruments of smaller or larger denominations.
(b) At such time as any Pledgor has or acquires With respect to any Security Collateral in which such Pledgor has any right, title or interest and that constitutes an Uncertificated Security that is at any time subject to Article 8 of the UCC and is not held in a Securities Account, the relevant Grantor will promptly provide the Collateral Agent written notice thereof and, if requested by the Collateral Agent, cause, to the extent permitted by applicable law, each issuer thereof that is a Subsidiary of such Grantor to execute and deliver to the Collateral Agent an acknowledgment of the pledge of such Security Collateral and an agreement by such issuer to comply with instructions originated by the Collateral Agent without further consent by such Grantor, in each case in a form and substance that is reasonably satisfactory to the Borrower and the Collateral Agent (such agreement being an “uncertificated Uncertificated Security Control Agreement”). In addition to and without limiting the foregoing, each Grantor which is or may become the issuer of any such Uncertificated Security constituting Collateral hereby agrees to comply with instructions originated by the Collateral Agent with respect to such Uncertificated Security without further consent by the registered owner thereof.
(c) Each Grantor represents and warrants that the Collateral Agent has a perfected first priority security interest (which priority shall be subject to Permitted Liens having priority by operation of law and, with respect to Term Priority Collateral, Permitted Liens described in clause (z) of such definition) in all Security Collateral pledged by it hereunder that is in existence on the ThirdFourth Amendment Effective Date to the extent the actions described in Section 9(k) have been taken and that the applicable constitutive documents do not require the consent of the other shareholders, members, partners or other Person (other than the applicable Grantor) to permit the Collateral Agent or its designee to be substituted for the applicable Grantor as a shareholder, member, partner or other equity owner, as applicable, thereto. With respect to any Security Collateral that at any time is not evidenced by certificates of ownership, then each applicable Grantor shall, to the extent permitted by applicable law and upon the reasonable request of the Collateral Agent, cause such pledge to be recorded on the equityholder register or the books of the issuer, execute customary pledge forms or other documents necessary or reasonably requested to complete the pledge, and shall otherwise comply with the provisions of Section 9 hereof, and give the Collateral Agent the right to transfer such Security Collateral under the terms hereof. Alternatively, the applicable Grantor may cause such Security Collateral to become (if not already the case) a “security” governed by Article 8 of the UCC and issue “security certificates” (within the meaning of as defined in Article 8 of the UCC) for such Security Collateral, so long as such “security certificates” are delivered to the Collateral Agent in accordance with the provisions of Section 5(a).
(d) With respect to (i) the Securities Accounts and (ii) any Security Collateral that constitutes a security entitlement as to which the financial institution acting as Collateral Agent hereunder is not the Securities Intermediary, such Pledgor the relevant Grantor will use its commercially reasonable efforts to cause the issuer Securities Intermediary with respect to each such account or security entitlement either (A) to identify in its records the Collateral Agent as the entitlement holder thereof or (B) to agree in an authenticated record substantially in the form of Exhibit B with such Pledgor Grantor and the Collateral Trustee Agent that such issuer Securities Intermediary will comply with instructions with respect to such security entitlement orders originated by the Collateral Trustee Agent without further consent of such PledgorGrantor, such authenticated record agreement to be in form and substance reasonably satisfactory to such issuer the Borrower and Collateral Agent (a “Securities Account Control Agreement”); provided, however, any Securities Account with an aggregate value of less than $500,000 shall not be subject to the requirements of this Section 5(d); provided further that the aggregate value of all Securities Accounts not subject to the requirements of this Section 5(d) shall not exceed $1,500,000 at any one time outstanding; provided further that the Collateral TrusteeAgent will (i) not give any such orders except after the occurrence and during the continuance of a Triggering Event and (ii) upon cure (but not a partial cure) or waiver of any previously continuing Triggering Event, the Collateral Agent shall take such action, at the expense of such Grantor, as shall be reasonably necessary to reconvey to such Grantor the right to give entitlement orders and instructions or directions to any issuer of Uncertificated Securities or Securities Intermediary.
(ce) With As between the Collateral Agent and the Grantors, the Grantors shall bear the investment risk with respect to any Pledged Equity the Security Collateral, and the risk of loss of, damage to, or the destruction of the Security Collateral, whether in which any Pledgor has any rightthe possession of, title or interest and that is not maintained as a security entitlement or deposit by, or subject to the control of, the Collateral Agent, a Securities Intermediary, any Grantor or any other Person; provided, however, that nothing contained in this Section 5 shall release or relieve any Securities Intermediary of its duties and obligations to the Grantors or any other Person under any Securities Account Control Agreement or under applicable law. Each Grantor shall pay, when due and payable, all Claims and fees of whatever kind or nature with respect to the Security Collateral, except as otherwise permitted under the Loan Documents and the Term Documents. In the event any Grantor shall fail to make such payment contemplated in the immediately preceding sentence, the Collateral Agent may do so for the account of such Grantor and the Grantors shall promptly reimburse and indemnify the Collateral Agent for all costs and expenses incurred by the Collateral Agent under this Section 5 and under Section 22 hereof.
(within f) Upon the meanings of Article 8 and Article 9 request of the UCC)Collateral Agent following the occurrence and during the continuance of a Triggering Event, such Pledgor each Grantor will notify each such issuer of Pledged Equity Securities Collateral (other than any other Loan Party) in which a security interest has been granted by it hereunder that such Pledged Equity Securities Collateral is subject to the security interest granted hereunder.
(d) With respect to any Pledged Debt in which any Pledgor has any right, title or interest, the Pledgor will notify each such issuer of Pledged Debt that such Pledged Debt is subject to the security interest granted hereunder.
(e) If, at any time, an issuer converts any Pledged Equity into a “security” within the meaning of Articles 8 and 9 of the UCC, the relevant Pledgor will either (i) use its commercially reasonable efforts to cause the issuer of such Pledged Equity to issue certificates or instruments evidencing or representing the Pledged Equity and deliver the originals of such certificates or instruments promptly to the Collateral Trustee (or as directed by the Collateral Trustee), and, if it or any Person other than the relevant Pledgor, receives any such certificates or instruments, shall promptly deliver or cause to be delivered to the Collateral Trustee, the originals of such certificates or instruments or (ii) if the security is an uncertificated security (within the meaning of Article 8 of the UCC), use its commercially reasonable efforts to cause the issuer of such Pledged Equity to enter into an Uncertificated Securities Control Agreement pursuant to clause (b) above.
(f) At such time as any Pledgor has or acquires any Security Collateral in which such Pledgor has any right, title or interest and that is not a security (within the meaning of Article 8 of the UCC), such Pledgor agrees that the Collateral Trustee may file a financing statement in the relevant jurisdiction.
(g) No Pledgor shall take or omit to take any action which would or could reasonably be expected to have the result of materially adversely affecting or impairing the Liens in favor of the Collateral Trustee and the holders of Parity Lien Obligations with respect to the Collateral.
Appears in 1 contract
Delivery and Control of Security Collateral. (a) Any All certificates or instruments representing or evidencing Security Collateral shall be delivered to and held by or on behalf of the Collateral Trustee Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral Trustee. The Collateral Trustee Agent; provided, that, (i) so long as no Event of Default has occurred and is continuing and the enforcement by the Secured Parties of their rights and remedies under the Loan Documents is not continuing, no Grantor shall be required to deliver any instrument representing Pledged Debt if the amount of such Pledged Debt is less than $5,000,000, and (ii) so long as no Event of Default under Section 8.01(a) or 8.01(f) of the Credit Agreement shall have the rightoccurred and be continuing, at no Grantor shall be required to deliver any time in its discretion and without notice to any Pledgorbills of lading, to transfer to waybills, airbills or to register in the name similar documents of the Collateral Trustee or any of its nominees any or all of the certificates and instruments representing or title evidencing the Security Collateral, if any, subject only to receipt of goods for shipment. Upon the revocable occurrence and during the continuance of an Event of Default and the enforcement by the Secured Parties of their rights specified in Section 9(a). In additionand remedies under the Loan Documents, the Collateral Trustee Agent shall have the right at any time to exchange certificates or instruments representing or evidencing Security Collateral, if any, Collateral for certificates or instruments of smaller or larger denominations.
(b) At such time as any Pledgor has or acquires With respect to (i) any Security Collateral in which such Pledgor has any right, title or interest and that constitutes Pledged Equity and (ii) upon the occurrence and during the continuance of an “Event of Default, all other Security Collateral that, in each case, constitutes an uncertificated security” (within , the meaning of Article 8 of the UCC), such Pledgor relevant Grantor will use its commercially reasonable efforts to cause the issuer thereof upon, in the case of clause (ii), the request of the Collateral Agent either (A) to register the Collateral Agent as the registered owner of such security or (B) to agree in an authenticated record substantially in the form of Exhibit B with such Pledgor Grantor and the Collateral Trustee Agent that such issuer will comply with instructions with respect to such security originated by the Collateral Trustee Agent without further consent of such PledgorGrantor, such authenticated record agreement to be in form and substance reasonably satisfactory to such issuer and the Collateral TrusteeAgent (an "Uncertificated Security Control Agreement").
(c) With Upon the occurrence and during the continuance of an Event of Default, with respect to any Pledged Equity in Security Collateral that constitutes a security entitlement as to which any Pledgor has any right, title or interest and that the financial institution acting as Collateral Agent hereunder is not a security (within the meanings of Article 8 and Article 9 securities intermediary, upon the request of the UCC)Collateral Agent the relevant Grantor will cause the securities intermediary with respect to such security entitlement either (A) to identify in its records the Collateral Agent as the entitlement holder thereof or (B) to agree with such Grantor and the Collateral Agent that such securities intermediary will comply with entitlement orders originated by the Collateral Agent without further consent of such Grantor, such Pledgor agreement to be in form and substance reasonably satisfactory to the Collateral Agent (a "Securities Account Control Agreement").
(d) Upon the request of the Collateral Agent following the occurrence and during the continuance of an Event of Default, each Grantor will notify each such issuer of Pledged Equity Securities Collateral granted by it hereunder that such Pledged Equity Securities Collateral is subject to the security interest granted hereunder.
(d) With respect to any Pledged Debt in which any Pledgor has any right, title or interest, the Pledgor will notify each such issuer of Pledged Debt that such Pledged Debt is subject to the security interest granted hereunder.
(e) If, at any time, an issuer converts any Pledged Equity into a “security” within the meaning of Articles 8 and 9 of the UCC, the relevant Pledgor will either (i) use its commercially reasonable efforts to cause the issuer of such Pledged Equity to issue certificates or instruments evidencing or representing the Pledged Equity and deliver the originals of such certificates or instruments promptly to the Collateral Trustee (or as directed by the Collateral Trustee), and, if it or any Person other than the relevant Pledgor, receives any such certificates or instruments, shall promptly deliver or cause to be delivered to the Collateral Trustee, the originals of such certificates or instruments or (ii) if the security is an uncertificated security (within the meaning of Article 8 of the UCC), use its commercially reasonable efforts to cause the issuer of such Pledged Equity to enter into an Uncertificated Securities Control Agreement pursuant to clause (b) above.
(f) At such time as any Pledgor has or acquires any Security Collateral in which such Pledgor has any right, title or interest and that is not a security (within the meaning of Article 8 of the UCC), such Pledgor agrees that the Collateral Trustee may file a financing statement in the relevant jurisdiction.
(g) No Pledgor shall take or omit to take any action which would or could reasonably be expected to have the result of materially adversely affecting or impairing the Liens in favor of the Collateral Trustee and the holders of Parity Lien Obligations with respect to the Collateral.
Appears in 1 contract
Samples: Security Agreement (Rayovac Corp)
Delivery and Control of Security Collateral. (a) Any certificates or instruments representing or evidencing Security Collateral shall be delivered to and held by or on behalf of the Collateral Trustee pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Collateral Trustee. The Collateral Trustee shall have the right, at any time in its discretion and without notice to any Pledgor, to transfer to or to register in the name of the Collateral Trustee or any of its nominees any or all of the certificates and instruments representing or evidencing the Security Account Collateral, if any, subject only to the revocable rights specified in Section 9(a). In addition, the Agreement Collateral Trustee shall have the right at any time to exchange certificates or instruments representing or evidencing Security Collateral, if any, for certificates or instruments of smaller or larger denominationsand Receivables.
(b) At such time as any Pledgor has or acquires With respect to any Security Collateral in which such Pledgor has any right, title or interest and that constitutes a security and is not represented or evidenced by a certificate or an “uncertificated security” (within the meaning of Article 8 of the UCC)instrument, such Pledgor will use its commercially reasonable efforts to each Grantor shall cause the issuer thereof either (i) to register the Collateral Agent as the registered owner of such security or (ii) to agree in an authenticated record substantially in the form of Exhibit B writing with such Pledgor Grantor and the Collateral Trustee Agent that such issuer will comply with instructions with respect to such security originated by the Collateral Trustee Agent without further consent of such PledgorGrantor, such authenticated record agreement to be in form and substance satisfactory to such issuer and the Collateral TrusteeAgent.
(c) With respect to any Pledged Equity in which any Pledgor has any right, title or interest and Security Collateral that is not constitutes a security entitlement, such Grantor shall cause the securities intermediary with respect to such security entitlement either (within i) to identify in its records the meanings of Article 8 Collateral Agent as having such security entitlement against such securities intermediary or (ii) to agree in writing with such Grantor and Article 9 the Collateral Agent that such securities intermediary will comply with entitlement orders (that is, notifications communicated to such securities intermediary directing transfer or redemption of the UCC)financial asset to which such Grantor has a security entitlement) originated by the Collateral Agent without further consent of such Grantor, such Pledgor will notify each such issuer of Pledged Equity that such Pledged Equity is subject agreement to be in form and substance satisfactory to the security interest granted hereunderCollateral Agent.
(d) With respect to any Pledged Debt Security Collateral that constitutes a commodity contract, each Grantor shall cause the commodity intermediary with respect to such commodity contract to agree in which any Pledgor has any right, title or interest, writing with such Grantor and the Pledgor will notify each such issuer of Pledged Debt Collateral Agent that such Pledged Debt is subject commodity intermediary will apply any value distributed on account of such commodity contract as directed by the Collateral Agent without further consent of such Grantor, such agreement to be in form and substance satisfactory to the security interest granted hereunderCollateral Agent.
(e) If, at any time, an issuer converts any Pledged Equity into a “security” within the meaning of Articles 8 and 9 of the UCC, the relevant Pledgor will either (i) use its commercially reasonable efforts With respect to cause the issuer of such Pledged Equity to issue certificates or instruments evidencing or representing the Pledged Equity and deliver the originals of such certificates or instruments promptly to the Collateral Trustee (or as directed by the Collateral Trustee), and, if it or any Person other than the relevant Pledgor, receives any such certificates or instruments, shall promptly deliver or cause to be delivered to the Collateral Trustee, the originals of such certificates or instruments or (ii) if the security is an uncertificated security (within the meaning of Article 8 of the UCC), use its commercially reasonable efforts to cause the issuer of such Pledged Equity to enter into an Uncertificated Securities Control Agreement pursuant to clause (b) above.
(f) At such time as any Pledgor has or acquires any Security Collateral in which such Pledgor has any rightthat constitutes a securities account or a commodity account, title or interest and that is not a security (within the meaning of Article 8 of the UCC)each Grantor will, such Pledgor agrees that the Collateral Trustee may file a financing statement in the relevant jurisdiction.
case of a securities account, comply with subsection (gc) No Pledgor shall take or omit to take any action which would or could reasonably be expected to have the result of materially adversely affecting or impairing the Liens in favor of the Collateral Trustee and the holders of Parity Lien Obligations this Section 4 with respect to all security entitlements carried in such securities account and, in the Collateralcase of a commodity account, comply with subsection (d) of this Section 4 with respect to all commodity contracts carried in such commodity account.
Appears in 1 contract
Delivery and Control of Security Collateral. Subject to the ABL Intercreditor Agreement:
(a) Any All certificates or instruments representing or evidencing Security Collateral (if certificated or represented by an instrument) shall be delivered to and held by or on behalf of the Collateral Trustee Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral Trustee. The Collateral Trustee Agent; provided that no Grantor shall have be required to deliver an instrument representing Pledged Debt if the right, at any time in its discretion and without notice to any Pledgor, to transfer to amount of such Pledged Debt is less than $100,0001,000,000 individually or to register $250,0005,000,000 in the name aggregate as to all such Pledged Debt. After the occurrence and during the continuance of the Collateral Trustee or any an Event of its nominees any or all of the certificates and instruments representing or evidencing the Security Collateral, if any, subject only to the revocable rights specified in Section 9(a). In additionDefault, the Collateral Trustee Agent shall have the right at any from time to time to exchange certificates or instruments representing or evidencing Security Collateral, if any, Collateral for certificates or instruments of smaller or larger denominations.
(b) At such time as any Pledgor has or acquires With respect to any Security Collateral in which such Pledgor has any right, title or interest and that constitutes an Uncertificated Security that is at any time subject to Article 8 of the UCC and is not held in a Securities Account, the relevant Grantor will promptly provide the Collateral Agent written notice thereof and, if requested by the Collateral Agent, cause, to the extent permitted by applicable law, each issuer thereof that is a Subsidiary of such Grantor to execute and deliver to the Collateral Agent an acknowledgment of the pledge of such Security Collateral and an agreement by such issuer to comply with instructions originated by the Collateral Agent without further consent by such Grantor, in each case in a form and substance that is reasonably satisfactory to the Borrower and the Collateral Agent (such agreement being an “uncertificated Uncertificated Security Control Agreement”). In addition to and without limiting the foregoing, each Grantor which is or may become the issuer of any such Uncertificated Security constituting Collateral hereby agrees to comply with instructions originated by the Collateral Agent with respect to such Uncertificated Security without further consent by the registered owner thereof.
(c) Each Grantor represents and warrants that the Collateral Agent has a perfected first priority security interest (which priority shall be subject to Permitted Liens having priority by operation of law and, with respect to Term Priority Collateral, Permitted Liens described in clause (z) of such definition) in all Security Collateral pledged by it hereunder that is in existence on the date hereofThird Amendment Effective Date to the extent the actions described in Section 9(k) have been taken and that the applicable constitutive documents do not require the consent of the other shareholders, members, partners or other Person (other than the applicable Grantor) to permit the Collateral Agent or its designee to be substituted for the applicable Grantor as a shareholder, member, partner or other equity owner, as applicable, thereto. With respect to any Security Collateral that at any time is not evidenced by certificates of ownership, then each applicable Grantor shall, to the extent permitted by applicable law and upon the reasonable request of the Collateral Agent, cause such pledge to be recorded on the equityholder register or the books of the issuer, execute customary pledge forms or other documents necessary or reasonably requested to complete the pledge, and shall otherwise comply with the provisions of Section 9 hereof, and give the Collateral Agent the right to transfer such Security Collateral under the terms hereof. Alternatively, the applicable Grantor may cause such Security Collateral to become (if not already the case) a “security” governed by Article 8 of the UCC and issue “security certificates” (within the meaning of as defined in Article 8 of the UCC) for such Security Collateral, so long as such “security certificates” are delivered to the Collateral Agent in accordance with the provisions of Section 5(a).
(d) With respect to (i) the Securities Accounts and (ii) any Security Collateral that constitutes a security entitlement as to which the financial institution acting as Collateral Agent hereunder is not the Securities Intermediary, such Pledgor the relevant Grantor will use its commercially reasonable efforts to cause the issuer Securities Intermediary with respect to each such account or security entitlement either (A) to identify in its records the Collateral Agent as the entitlement holder thereof or (B) to agree in an authenticated record substantially in the form of Exhibit B with such Pledgor Grantor and the Collateral Trustee Agent that such issuer Securities Intermediary will comply with instructions with respect to such security entitlement orders originated by the Collateral Trustee Agent without further consent of such PledgorGrantor, such authenticated record agreement to be in form and substance reasonably satisfactory to such issuer the Borrower and Collateral Agent (a “Securities Account Control Agreement”); provided, however, any Securities Account with an aggregate value of less than $500,000 shall not be subject to the requirements of this Section 5(d); provided further that the aggregate value of all Securities Accounts not subject to the requirements of this Section 5(d) shall not exceed $1,500,000 at any one time outstanding; provided further that the Collateral TrusteeAgent will (i) not give any such orders except after the occurrence and during the continuance of a Triggering Event and (ii) upon cure (but not a partial cure) or waiver of any previously continuing Triggering Event, the Collateral Agent shall take such action, at the expense of such Grantor, as shall be reasonably necessary to reconvey to such Grantor the right to give entitlement orders and instructions or directions to any issuer of Uncertificated Securities or Securities Intermediary.
(ce) With As between the Collateral Agent and the Grantors, the Grantors shall bear the investment risk with respect to any Pledged Equity the Security Collateral, and the risk of loss of, damage to, or the destruction of the Security Collateral, whether in which any Pledgor has any rightthe possession of, title or interest and that is not maintained as a security entitlement or deposit by, or subject to the control of, the Collateral Agent, a Securities Intermediary, any Grantor or any other Person; provided, however, that nothing contained in this Section 5 shall release or relieve any Securities Intermediary of its duties and obligations to the Grantors or any other Person under any Securities Account Control Agreement or under applicable law. Each Grantor shall pay, when due and payable, all Claims and fees of whatever kind or nature with respect to the Security Collateral, except as otherwise permitted under the Loan Documents and the Term Documents. In the event any Grantor shall fail to make such payment contemplated in the immediately preceding sentence, the Collateral Agent may do so for the account of such Grantor and the Grantors shall promptly reimburse and indemnify the Collateral Agent for all costs and expenses incurred by the Collateral Agent under this Section 5 and under Section 22 hereof.
(within f) Upon the meanings of Article 8 and Article 9 request of the UCC)Collateral Agent following the occurrence and during the continuance of a Triggering Event, such Pledgor each Grantor will notify each such issuer of Pledged Equity Securities Collateral (other than any other Loan Party) in which a security interest has been granted by it hereunder that such Pledged Equity Securities Collateral is subject to the security interest granted hereunder.
(d) With respect to any Pledged Debt in which any Pledgor has any right, title or interest, the Pledgor will notify each such issuer of Pledged Debt that such Pledged Debt is subject to the security interest granted hereunder.
(e) If, at any time, an issuer converts any Pledged Equity into a “security” within the meaning of Articles 8 and 9 of the UCC, the relevant Pledgor will either (i) use its commercially reasonable efforts to cause the issuer of such Pledged Equity to issue certificates or instruments evidencing or representing the Pledged Equity and deliver the originals of such certificates or instruments promptly to the Collateral Trustee (or as directed by the Collateral Trustee), and, if it or any Person other than the relevant Pledgor, receives any such certificates or instruments, shall promptly deliver or cause to be delivered to the Collateral Trustee, the originals of such certificates or instruments or (ii) if the security is an uncertificated security (within the meaning of Article 8 of the UCC), use its commercially reasonable efforts to cause the issuer of such Pledged Equity to enter into an Uncertificated Securities Control Agreement pursuant to clause (b) above.
(f) At such time as any Pledgor has or acquires any Security Collateral in which such Pledgor has any right, title or interest and that is not a security (within the meaning of Article 8 of the UCC), such Pledgor agrees that the Collateral Trustee may file a financing statement in the relevant jurisdiction.
(g) No Pledgor shall take or omit to take any action which would or could reasonably be expected to have the result of materially adversely affecting or impairing the Liens in favor of the Collateral Trustee and the holders of Parity Lien Obligations with respect to the Collateral.
Appears in 1 contract
Delivery and Control of Security Collateral. (a) Any Subject to SECTION 31 hereof, immediately upon release by the Senior Lenders, all certificates or instruments representing or evidencing Security Collateral shall be delivered to and held by or on behalf of the Collateral Trustee Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Collateral TrusteeAgent. The Subject to the rights of the Senior Lenders as set forth in SECTION 31 hereof, the Collateral Trustee Agent shall have the right, at any time time, after and during the continuance of a Default, in its discretion and without notice to any PledgorGrantor, to transfer to or to register in the name of the Collateral Trustee Agent or any of its nominees any or all of the certificates and instruments representing or evidencing the Security Collateral, if any, subject only to the revocable rights specified in Section 9(a). In addition, after and during the continuance of a Default, the Collateral Trustee Agent shall have the right right, subject to the rights of the Senior Lenders as set forth in SECTION 31 hereof, at any time to exchange certificates or instruments representing or evidencing Security Collateral, if any, Collateral for certificates or instruments of smaller or larger denominations. Also, the Collateral Agent shall have the right, subject to the rights of the Senior Lenders as set forth in SECTION 31 hereof, at any time to convert Security Collateral consisting of financial assets credited to any securities account to Security Collateral consisting of financial assets held directly by the Collateral Agent, and to convert Security Collateral consisting of financial assets held directly by the Collateral Agent to Security Collateral consisting of financial assets credited to any securities account.
(b) At such time as any Pledgor has or acquires With respect to any Security Collateral in which such Pledgor any Grantor has any right, title or interest and that constitutes an “uncertificated security” (within the meaning of Article 8 of the UCC), such Pledgor Grantor will use its commercially reasonable efforts to cause the issuer thereof thereof, subject to SECTION 31 hereof, either (i) to register the Collateral Agent as the registered owner of such security or (ii) to agree in an authenticated record substantially in the form of Exhibit B with such Pledgor Grantor and the Collateral Trustee Agent that such issuer will comply with instructions with respect to such security originated by the Collateral Trustee Agent without further consent of such PledgorGrantor, such authenticated record to be in form and substance satisfactory to such issuer and the Collateral TrusteeAgent.
(c) With respect to any Pledged Equity Security Collateral in which any Pledgor Grantor has any right, title or interest and that is not constitutes a security entitlement, such Grantor, subject to SECTION 31 hereof, will cause the securities intermediary with respect to such security entitlement either (within i) to identify in its records the meanings Collateral Agent as the entitlement holder of Article 8 such security entitlement against such securities intermediary or (ii) to agree in an authenticated record with such Grantor and Article 9 the Collateral Agent that such securities intermediary will comply with entitlement orders (that is, notifications communicated to such securities intermediary directing transfer or redemption of the UCC)financial asset to which such Grantor has a security entitlement) originated by the Collateral Agent without further consent of such Grantor, such Pledgor will notify each such issuer authenticated record to be in substantially the form of Pledged Equity that such Pledged Equity is subject Exhibit E hereto or otherwise in form and substance satisfactory to the security interest granted hereunderCollateral Agent (such agreement being a "Securities Account Control Agreement").
(d) With respect to No Grantor will change or add any Pledged Debt securities intermediary that maintains any securities account in which any Pledgor has of the Collateral is credited or carried, or change or add any rightsuch securities account, title or interest, in each case without first complying with the Pledgor will notify each such issuer above provisions of Pledged Debt that such Pledged Debt is subject this Section 5 in order to perfect the security interest granted hereunder.
(e) If, at any time, an issuer converts any Pledged Equity into a “security” within the meaning of Articles 8 and 9 of the UCC, the relevant Pledgor will either (i) use its commercially reasonable efforts to cause the issuer of hereunder in such Pledged Equity to issue certificates or instruments evidencing or representing the Pledged Equity and deliver the originals of such certificates or instruments promptly to the Collateral Trustee (or as directed by the Collateral Trustee), and, if it or any Person other than the relevant Pledgor, receives any such certificates or instruments, shall promptly deliver or cause to be delivered to the Collateral Trustee, the originals of such certificates or instruments or (ii) if the security is an uncertificated security (within the meaning of Article 8 of the UCC), use its commercially reasonable efforts to cause the issuer of such Pledged Equity to enter into an Uncertificated Securities Control Agreement pursuant to clause (b) above.
(f) At such time as any Pledgor has or acquires any Security Collateral in which such Pledgor has any right, title or interest and that is not a security (within the meaning of Article 8 of the UCC), such Pledgor agrees that the Collateral Trustee may file a financing statement in the relevant jurisdiction.
(g) No Pledgor shall take or omit to take any action which would or could reasonably be expected to have the result of materially adversely affecting or impairing the Liens in favor of the Collateral Trustee and the holders of Parity Lien Obligations with respect to the Collateral.
Appears in 1 contract
Delivery and Control of Security Collateral. (a) Any All certificates or instruments representing or evidencing Security Collateral shall be delivered to and held by or on behalf of the Collateral Trustee Lender pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral TrusteeLender. The Collateral Trustee If an Event of Default shall have occurred and be continuing, the Lender shall have the right, right (i) at any time to exchange certificates or instruments representing or evidencing Security Collateral for certificates or instruments of smaller or larger denominations and (ii) at any time in its discretion and without notice to any Pledgorthe Borrower, to transfer to or to register in the name of the Collateral Trustee Lender or any of its nominees any or all of the certificates and instruments representing or evidencing the Security Collateral, if any, subject only to the revocable rights specified in Section 9(a10(a). In addition, the Collateral Trustee shall have the right at any time to exchange certificates or instruments representing or evidencing Security Collateral, if any, for certificates or instruments of smaller or larger denominations.
(b) At such time as any Pledgor has or acquires With respect to any Security Collateral in which such Pledgor the Borrower has any right, title or interest and that constitutes an “uncertificated security” (within , upon reasonable request from the meaning of Article 8 of Lender, the UCC), such Pledgor Borrower will use its commercially reasonable efforts to cause the issuer thereof thereof, either (i) to register the Lender as the registered owner of such security or (ii) to agree in an authenticated record substantially in with the form of Exhibit B with such Pledgor Borrower and the Collateral Trustee Lender that such issuer will comply with instructions with respect to such security originated by the Collateral Trustee Lender without further consent of such Pledgorthe Borrower, such authenticated record to be in form and substance reasonably satisfactory to such issuer and the Collateral Trustee.
(c) Lender. With respect to any Pledged Equity Security Collateral in which any Pledgor the Borrower has any right, title or interest and that is not a security (within an uncertificated security, upon the meanings of Article 8 and Article 9 request of the UCC)Lender upon the occurrence and during the continuance of an Event of Default, such Pledgor the Borrower will notify each such issuer of Pledged Equity Interests pledged by the Borrower that such Pledged Equity Interests is subject to the security interest granted hereunder.
(dc) With respect to any Pledged Debt Security Collateral in which any Pledgor the Borrower has any right, title or interestinterest and that constitutes a security entitlement in which the Lender is not the entitlement holder, upon reasonable request from the Lender, the Pledgor Borrower will use commercially reasonable efforts to cause the securities intermediary with respect to such security entitlement either (i) to identify in its records the Lender as the entitlement holder of such security entitlement against such securities intermediary or (ii) to agree in an authenticated record with the Borrower and the Lender that such securities intermediary will comply with entitlement orders (that is, notifications communicated to such securities intermediary directing transfer or redemption of the financial asset to which the Borrower has a security entitlement) originated by the Lender without further consent of the Borrower, such authenticated record to be in form and substance reasonably satisfactory to the Lender.
(d) Upon the request of the Lender upon the occurrence and during the continuance of an Event of Default and without further order from the Bankruptcy Court, but subject to the Order, the Borrower will notify each such issuer of Pledged Debt that such Pledged Debt pledged by the Borrower is subject to the security interest granted hereunder.
(e) IfWithout the prior written consent of the Lender, at the Borrower shall not vote to enable or take any time, an other action to cause any issuer converts of any Pledged Equity into a “security” within the meaning of Articles 8 and 9 Interests which are not securities (for purposes of the UCC, ) on the relevant Pledgor will either (i) use its commercially reasonable efforts date hereof to elect or otherwise take any action to cause the issuer of such Pledged Equity Interests to issue certificates or instruments evidencing or representing be treated as securities for purposes of the Pledged Equity and deliver UCC unless the originals Borrower shall promptly notify the Lender in writing of such certificates or instruments promptly to the Collateral Trustee (or as directed by the Collateral Trustee), and, if it or any Person other than the relevant Pledgor, receives any such certificates proposed election or instruments, action and shall promptly deliver take all steps necessary or cause advisable to be delivered to establish the Collateral Trustee, Lender’s “control” on the originals of date such certificates or instruments or (ii) if the security is an uncertificated security (within the meaning of Article 8 Pledged Interests are treated as securities for purposes of the UCC), use its commercially reasonable efforts to cause the issuer of such Pledged Equity to enter into an Uncertificated Securities Control Agreement pursuant to clause (b) above.
(f) At such time as any Pledgor has or acquires any Security Collateral in which such Pledgor has any right, title or interest and that is not a security (within the meaning of Article 8 of the UCC), such Pledgor agrees that the Collateral Trustee may file a financing statement in the relevant jurisdiction.
(g) No Pledgor shall take or omit to take any action which would or could reasonably be expected to have the result of materially adversely affecting or impairing the Liens in favor of the Collateral Trustee and the holders of Parity Lien Obligations with respect to the Collateral.
Appears in 1 contract
Samples: Superpriority Debtor in Possession Credit Agreement (Americanwest Bancorporation)
Delivery and Control of Security Collateral. (a) Any Subject to the Intercreditor Agreement, all certificates or instruments representing or evidencing Security Collateral shall be delivered to and held by or on behalf of the Collateral Trustee Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer transfer, indorsements or assignment in blank, all in form and substance satisfactory to the Collateral TrusteeAgent. The Subject to the Intercreditor Agreement, the Collateral Trustee Agent shall have the right, at any time after the occurrence and during the continuation of an Event of Default, in its discretion and without notice to any PledgorGrantor, to transfer to or to register in the name of the Collateral Trustee Agent or any of its nominees any or all of the certificates and instruments representing or evidencing the Security Collateral, if any, subject only to the revocable rights specified in Section 9(a14(a). In addition, subject to the Intercreditor Agreement, the Collateral Trustee Agent shall have the right right, at any time after the occurrence and during the continuation of an Event of Default to exchange certificates or instruments representing or evidencing Security Collateral, if any, Collateral for certificates or instruments of smaller or larger denominations. Also, subject to the Intercreditor Agreement, the Collateral Agent shall have the right at any time upon the occurrence and during the continuation of an Event of Default to convert Security Collateral consisting of financial assets credited to the Securities Account to Security Collateral consisting of financial assets held directly by the Collateral Agent, and to convert Security Collateral consisting of financial assets held directly by the Collateral Agent to Security Collateral consisting of financial assets credited to the Securities Account. Prior to the Discharge of Senior Indebtedness (as such term is defined in the Intercreditor Agreement), the requirements of this Agreement to deliver Collateral to the Collateral Agent hereunder shall be satisfied by delivery of such Collateral to the Credit Agreement Agent.
(b) At such time as any Pledgor has or acquires Subject to the Intercreditor Agreement, with respect to any Security Collateral in which such Pledgor any Grantor has any right, title or interest and that constitutes an “uncertificated security” (within the meaning of Article 8 of the UCC), such Pledgor Grantor will use its commercially reasonable efforts to cause the issuer thereof either (i) to register the Collateral Agent as the registered owner of such security or (ii) to agree in an authenticated record substantially in the form of Exhibit B with such Pledgor Grantor and the Collateral Trustee Agent that such issuer will comply with instructions with respect to such security originated by the Collateral Trustee Agent without further consent of such PledgorGrantor, such authenticated record to be in form and substance reasonably satisfactory to such issuer and the Collateral TrusteeAgent.
(c) With Subject to the Intercreditor Agreement, with respect to any Pledged Equity Security Collateral in which any Pledgor Grantor has any right, title or interest and that constitutes a security entitlement in which the Collateral Agent is not the entitlement holder, such Grantor will cause the securities intermediary with respect to such security entitlement either (i) to identify in its records the Collateral Agent as the entitlement holder of such security entitlement against such securities intermediary or (ii) to agree in an authenticated record with such Grantor and the Collateral Agent that such securities intermediary will comply with entitlement orders (that is, notifications communicated to such securities intermediary directing transfer or redemption of the financial asset to which such Grantor has a security entitlement) originated by the Collateral Agent without further consent of such Grantor, such authenticated record to be in substantially the form of Exhibit C hereto or otherwise in form and substance reasonably satisfactory to the Collateral Agent (within each such agreement being a “Securities Account Control Agreement”). Notwithstanding the meanings foregoing, if a certificate has been received by the Collateral Agent from the applicable Grantor as to any Security Collateral constituting a securities entitlement in which the Collateral Agent is not the entitlement holder, that contains a representation and warranty that such Security Collateral is a securities account specifically and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Article 8 any Grantor’s salaried employees, such securities account may be designated an “Excluded Securities Account,” in which case, such Grantor will not be required to comply with the requirements of this clause (c) with respect to such Excluded Securities Account. If at any time, the representation and Article 9 warranty contained in such certificate shall fail to be true, the applicable Grantor shall promptly transfer all funds and assets in or credited to such Excluded Securities Account to any securities account subject to a Securities Account Control Agreement and not permit any assets to be credited thereto and shall either terminate such Excluded Securities Account or comply with the requirements of the UCCthis clause (c), at which time such Pledgor will notify each such issuer of Pledged Equity that such Pledged Equity is subject to the security interest granted hereunderaccount shall no longer be an Excluded Securities Account.
(d) With respect to No Grantor will change or add any Pledged Debt securities intermediary or commodity intermediary that maintains any securities account or commodity account in which any Pledgor has of the Collateral is credited or carried, or change or add any rightsuch securities account or commodity account, title or interestin each case without first complying with the above provisions of this Section 5 in order to perfect the security interest granted hereunder in such Collateral.
(e) Subject to the Intercreditor Agreement, upon the Pledgor request of the Collateral Agent upon the occurrence and during the continuation of an Event of Default, such Grantor will notify each such issuer of Pledged Debt that such Pledged Debt is subject to the security interest granted hereunder.
(e) If, at hereunder and that any time, an issuer converts any Pledged Equity into a “security” within the meaning of Articles 8 and 9 of the UCC, the relevant Pledgor will either (i) use its commercially reasonable efforts to cause the issuer of such Pledged Equity to issue certificates or instruments evidencing or representing the Pledged Equity and deliver the originals of such certificates or instruments promptly payments thereof should be made directly to the Collateral Trustee (or as directed by the Collateral Trustee), and, if it or any Person other than the relevant Pledgor, receives any such certificates or instruments, shall promptly deliver or cause to be delivered to the Collateral Trustee, the originals of such certificates or instruments or (ii) if the security is an uncertificated security (within the meaning of Article 8 of the UCC), use its commercially reasonable efforts to cause the issuer of such Pledged Equity to enter into an Uncertificated Securities Control Agreement pursuant to clause (b) aboveAgent.
(f) At such time as any Pledgor has or acquires any Security Collateral in which such Pledgor has any right, title or interest and that is not a security (within the meaning of Article 8 of the UCC), such Pledgor agrees that the Collateral Trustee may file a financing statement in the relevant jurisdiction.
(g) No Pledgor shall take or omit to take any action which would or could reasonably be expected to have the result of materially adversely affecting or impairing the Liens in favor of the Collateral Trustee and the holders of Parity Lien Obligations with respect to the Collateral.
Appears in 1 contract
Delivery and Control of Security Collateral. (a) Any All certificates or instruments representing or evidencing Security Collateral shall be delivered to and held by or on behalf of the Collateral Trustee Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Collateral TrusteeAgent. The Collateral Trustee Agent shall have the right at any time to exchange certificates or instruments representing or evidencing Security Collateral for certificates or instruments of smaller or larger denominations.
(b) With respect to any Security Collateral that constitutes an uncertificated security, the relevant Grantor will cause the issuer thereof either (i) to register the Collateral Agent as the registered owner of such security or (ii) to agree with such Grantor and the Collateral Agent that such issuer will comply with instructions with respect to such security originated by the Collateral Agent without further consent of such Grantor, such agreement to be in form and substance satisfactory to the Collateral Agent (such agreement being an “Uncertificated Security Control Agreement”).
(c) With respect to any Security Collateral that constitutes a security entitlement as to which the Collateral Agent is not the securities intermediary, the relevant Grantor will at all times following the 15th Business Day after the Funding Date cause the securities intermediary with respect to such securities account or security entitlement either (i) to identify in its records the Collateral Agent as the entitlement holder thereof or (ii) to agree with such Grantor and the Collateral Agent that such securities intermediary will comply with entitlement orders originated by the Collateral Agent without further consent of such Grantor, such agreement to be in form and substance satisfactory to the Collateral Agent (a “Securities Account Control Agreement” or “Securities/Deposit Account Control Agreement,” respectively).
(d) The Collateral Agent shall have the right, at any time in its discretion and without notice to any PledgorGrantor, to transfer to or to register in the name of the Collateral Trustee Agent or any of its nominees any or all of the certificates and instruments representing or evidencing the Security Collateral, if any, subject only to the revocable rights specified in Section 9(a10(a). In addition, the Collateral Trustee shall have the right at any time to exchange certificates or instruments representing or evidencing Security Collateral, if any, for certificates or instruments of smaller or larger denominations.
(be) At such time as any Pledgor has or acquires any Security Collateral in which such Pledgor has any right, title or interest and that constitutes an “uncertificated security” (within Upon the meaning of Article 8 request of the UCC)Collateral Agent, such Pledgor will use its commercially reasonable efforts to cause the issuer thereof to agree in an authenticated record substantially in the form of Exhibit B with such Pledgor and the Collateral Trustee that such issuer will comply with instructions with respect to such security originated by the Collateral Trustee without further consent of such Pledgor, such authenticated record to be in form and substance satisfactory to such issuer and the Collateral Trustee.
(c) With respect to any Pledged Equity in which any Pledgor has any right, title or interest and that is not a security (within the meanings of Article 8 and Article 9 of the UCC), such Pledgor each Grantor will notify each such issuer of Pledged Equity Security Collateral granted by it hereunder that such Pledged Equity Security Collateral is subject to the security interest granted hereunder.
(d) With respect to any Pledged Debt in which any Pledgor has any right, title or interest, the Pledgor will notify each such issuer of Pledged Debt that such Pledged Debt is subject to the security interest granted hereunder.
(e) If, at any time, an issuer converts any Pledged Equity into a “security” within the meaning of Articles 8 and 9 of the UCC, the relevant Pledgor will either (i) use its commercially reasonable efforts to cause the issuer of such Pledged Equity to issue certificates or instruments evidencing or representing the Pledged Equity and deliver the originals of such certificates or instruments promptly to the Collateral Trustee (or as directed by the Collateral Trustee), and, if it or any Person other than the relevant Pledgor, receives any such certificates or instruments, shall promptly deliver or cause to be delivered to the Collateral Trustee, the originals of such certificates or instruments or (ii) if the security is an uncertificated security (within the meaning of Article 8 of the UCC), use its commercially reasonable efforts to cause the issuer of such Pledged Equity to enter into an Uncertificated Securities Control Agreement pursuant to clause (b) above.
(f) At such time as any Pledgor has or acquires any Security Collateral in which such Pledgor has any right, title or interest and that is not a security (within the meaning of Article 8 of the UCC), such Pledgor agrees that the Collateral Trustee may file a financing statement in the relevant jurisdiction.
(g) No Pledgor shall take or omit to take any action which would or could reasonably be expected to have the result of materially adversely affecting or impairing the Liens in favor of the Collateral Trustee and the holders of Parity Lien Obligations with respect to the Collateral.
Appears in 1 contract
Delivery and Control of Security Collateral. (a) Any certificates All certificates, if any, representing or evidencing the Pledged Interests (other than Equity Interests of non-wholly owned Subsidiaries with a fair market value of less than $7,500,000) and all instruments representing or evidencing Security Collateral the Pledged Debt in an aggregate principal amount in excess of $7,500,000 (other than any short-term intercompany current liabilities incurred in the ordinary course of business and consistent with past practice in connection with the cash management operations of the Dutch Borrower and its Restricted Subsidiaries) shall be promptly delivered to and held by or on behalf of the Collateral Trustee Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral TrusteeAgent. The During the continuation of an Event of Default, the Collateral Trustee Agent shall have the right, at any time in its discretion and without notice to any PledgorGrantor, to (i) transfer to or to register in the name of the Collateral Trustee Agent or any of its nominees any or all of the certificates and instruments representing or evidencing the Security Collateral, if any, subject only to the revocable rights specified in Section 9(a11(a). In addition, the Collateral Trustee shall have the right at any time to (ii) exchange certificates or instruments representing or evidencing Security Collateral, if any, Collateral for certificates or instruments of smaller or larger denominationsdenominations and (iii) convert Security Collateral consisting of Financial Assets credited to any Securities Account to Security Collateral consisting of Financial Assets held directly by the Collateral Agent, and to convert Security Collateral consisting of Financial Assets held directly by the Collateral Agent to Security Collateral consisting of Financial Assets credited to any Securities Account.
(b) At such time as any Pledgor has or acquires Promptly upon the request of the Collateral Agent, with respect to any Security Collateral (other than Equity Interests of non-wholly owned Subsidiaries with a fair market value of less than $7,500,000) in which such Pledgor any Grantor has any right, title or interest and that constitutes an “uncertificated security” (within the meaning security of Article 8 of the UCC)a Subsidiary, such Pledgor Grantor will use its commercially reasonable efforts to cause the issuer thereof either (i) to register the Collateral Agent as the registered owner of such security or (ii) to agree in an authenticated record substantially in the form of Exhibit B with such Pledgor Grantor and the Collateral Trustee Agent that such issuer will comply with instructions with respect to such security originated by the Collateral Trustee Agent without further consent of such PledgorGrantor, such authenticated record to be in form and substance reasonably satisfactory to such issuer and the Collateral Trustee.
(c) With Agent. During the continuation of an Event of Default, with respect to any Pledged Equity Security Collateral in which any Pledgor Grantor has any right, title or interest and that is not a security (within an uncertificated security, promptly upon the meanings of Article 8 and Article 9 request of the UCC)Collateral Agent, such Pledgor Grantor will notify each such issuer of Pledged Equity Interests that such Pledged Equity is Interests are subject to the security interest interests granted hereunder.
(dc) With Each Grantor agrees that (i) to the extent each interest in any limited liability company or limited partnership controlled now or in the future by such Grantor and pledged hereunder is a “security” within the meaning of Article 8 of the UCC and is governed by Article 8 of the UCC, such interest shall be certificated and (ii) each such interest shall at all times hereafter continue to be such a security and represented by such certificate. Each Grantor further acknowledges and agrees that with respect to any Pledged Debt interest in which any Pledgor has limited liability company or limited partnership controlled now or in the future by such Grantor and pledged hereunder that is not a “security” within the meaning of Article 8 of the UCC, such Grantor shall at no time elect to treat any rightsuch interest as a “security” within the meaning of Article 8 of the UCC, title or interestnor shall such interest be represented by a certificate, unless such Grantor provides written notification to the Pledgor Collateral Agent of such election and such interest is thereafter represented by a certificate that is promptly delivered to the Collateral Agent pursuant to the terms hereof.
(d) During the continuation of an Event of Default, promptly upon the request of the Collateral Agent, such Grantor will notify each such issuer of Pledged Debt that such Pledged Debt is subject to the security interest interests granted hereunder.
(e) If, at any time, an issuer converts any Pledged Equity into a “security” within the meaning of Articles 8 and 9 of the UCC, the relevant Pledgor will either (i) use its commercially reasonable efforts to cause the issuer of such Pledged Equity to issue certificates or instruments evidencing or representing the Pledged Equity and deliver the originals of such certificates or instruments promptly to the Collateral Trustee (or as directed by the Collateral Trustee), and, if it or any Person other than the relevant Pledgor, receives any such certificates or instruments, shall promptly deliver or cause to be delivered to the Collateral Trustee, the originals of such certificates or instruments or (ii) if the security is an uncertificated security (within the meaning of Article 8 of the UCC), use its commercially reasonable efforts to cause the issuer of such Pledged Equity to enter into an Uncertificated Securities Control Agreement pursuant to clause (b) above.
(f) At such time as any Pledgor has or acquires any Security Collateral in which such Pledgor has any right, title or interest and that is not a security (within the meaning of Article 8 of the UCC), such Pledgor agrees that the Collateral Trustee may file a financing statement in the relevant jurisdiction.
(g) No Pledgor shall take or omit to take any action which would or could reasonably be expected to have the result of materially adversely affecting or impairing the Liens in favor of the Collateral Trustee and the holders of Parity Lien Obligations with respect to the Collateral.
Appears in 1 contract
Delivery and Control of Security Collateral. (a) Any All certificates or instruments representing or evidencing Security Collateral (except any certificate or instrument the principal amount evidenced thereby does not exceed $1,000,000 individually and $10,000,000 in the aggregate (for any and all certificates and instruments held by any and all Grantors)) shall be delivered promptly to and held by or on behalf of the Collateral Trustee Administrative Agent pursuant hereto (unless the Revolving Facility Agent is granted a prior security interest in such certificates and shall instruments and the same are required to be in suitable form for transfer by delivery, or delivered (and are so delivered) to the Revolving Facility Agent) and shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Collateral Trustee. The Collateral Trustee shall have the right, at any time in its discretion and without notice to any Pledgor, to transfer to or to register in the name of the Collateral Trustee or any of its nominees any or all of the certificates and instruments representing or evidencing the Security Collateral, if any, subject only to the revocable rights specified in Section 9(a). In addition, the Collateral Trustee Administrative Agent shall have the right at any time to exchange certificates or instruments representing or evidencing Security Collateral, if any, Collateral for certificates or instruments of smaller or larger denominationsdenominations to the extent the relevant Grantor can obtain such certificates with the exercise of commercially reasonable efforts.
(b) At From and after the date falling 45 days after the date hereof (or such time later date as the Administrative Agent may reasonably determine), with respect to any Pledgor has or acquires Securities Account (other than any Excluded Account (as defined below)) and any Security Collateral in which such Pledgor has any right, title or interest and that constitutes an “uncertificated security” (within a security entitlement as to which the meaning of Article 8 of financial institution acting as Administrative Agent hereunder is not the UCC)securities intermediary, such Pledgor the relevant Grantor will use its commercially reasonable efforts to cause the issuer thereof to agree in an authenticated record substantially in the form of Exhibit B with such Pledgor and the Collateral Trustee that such issuer will comply with instructions securities intermediary with respect to such Securities Account or security originated by entitlement either (i) to identify in its records the Collateral Trustee without further consent of such PledgorAdministrative Agent as the entitlement holder thereof or (ii) to execute and deliver to the Administrative Agent a control agreement, such authenticated record agreement to be in form and substance reasonably satisfactory to such issuer and the Collateral TrusteeAdministrative Agent (a “Securities Account Control Agreement”).
(c) With respect Subject to the Intercreditor Agreement, the Administrative Agent shall have the right, at any time after the occurrence and during the continuance of an Event of Default, (i) in its discretion and without notice to any Pledged Equity Grantor, to transfer to or to register in which any Pledgor has any right, title or interest and that is not a security (within the meanings of Article 8 and Article 9 name of the UCC)Administrative Agent or any of its nominees any or all of the Security Collateral, such Pledgor subject only to the revocable rights specified in Section 14(a) and (ii) to convert Security Collateral consisting of financial assets credited to any Securities Account to Security Collateral consisting of financial assets held directly by the Administrative Agent, and to convert Security Collateral consisting of financial assets held directly by the Administrative Agent to Security Collateral consisting of financial assets credited to any Securities Account.
(d) Upon the request of the Administrative Agent following the occurrence and during the continuance of an Event of Default, each Grantor will notify each such issuer of Pledged Equity Security Collateral granted by it hereunder that such Pledged Equity Security Collateral is subject to the security interest granted hereunder.
(d) With respect to any Pledged Debt in which any Pledgor has any right, title or interest, the Pledgor will notify each such issuer of Pledged Debt that such Pledged Debt is subject to the security interest granted hereunder.
(e) If, at any time, an issuer converts any Pledged Equity into a “security” within the meaning of Articles 8 and 9 of the UCC, the relevant Pledgor will either (i) use its commercially reasonable efforts to cause the issuer of such Pledged Equity to issue certificates or instruments evidencing or representing the Pledged Equity and deliver the originals of such certificates or instruments promptly to the Collateral Trustee (or as directed by the Collateral Trustee), and, if it or any Person other than the relevant Pledgor, receives any such certificates or instruments, shall promptly deliver or cause to be delivered to the Collateral Trustee, the originals of such certificates or instruments or (ii) if the security is an uncertificated security (within the meaning of Article 8 of the UCC), use its commercially reasonable efforts to cause the issuer of such Pledged Equity to enter into an Uncertificated Securities Control Agreement pursuant to clause (b) above.
(f) At such time as any Pledgor has or acquires any Security Collateral in which such Pledgor has any right, title or interest and that is not a security (within the meaning of Article 8 of the UCC), such Pledgor agrees that the Collateral Trustee may file a financing statement in the relevant jurisdiction.
(g) No Pledgor shall take or omit to take any action which would or could reasonably be expected to have the result of materially adversely affecting or impairing the Liens in favor of the Collateral Trustee and the holders of Parity Lien Obligations with respect to the Collateral.
Appears in 1 contract
Samples: Security Agreement (Chemtura CORP)
Delivery and Control of Security Collateral. (a) Any All certificates or instruments representing or evidencing Security Collateral shall be delivered to and held by or on behalf of the Collateral Trustee pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Collateral Trustee. The Collateral Trustee shall have the right, at any time in its discretion upon the occurrence and without notice to any Pledgorduring the continuance of an Event of Default, to transfer to or to register in the name of the Collateral Trustee or any of its nominees any or all of the certificates and instruments representing or evidencing the Security Collateral, if any, subject only to the revocable rights specified in Section 9(a12(a). In addition, the Collateral Trustee shall have the right at any time to exchange certificates or instruments representing or evidencing Security Collateral, if any, for certificates or instruments of smaller or larger denominations.
(b) At such time as any Pledgor has or acquires With respect to any Security Collateral in which such Pledgor any Grantor has any right, title or interest and that constitutes an “uncertificated security” (within the meaning of Article 8 of the UCC), such Pledgor Grantor will use its commercially reasonable commercial good faith efforts to cause the issuer thereof to agree in an authenticated record substantially in the form of Exhibit B with such Pledgor Grantor and the Collateral Trustee that upon receipt by such issuer of a certificate from the Collateral Trustee to the effect that an Actionable Default has occurred and is continuing such issuer will comply with instructions with respect to such security originated by the Collateral Trustee without further consent of such PledgorGrantor, such authenticated record to be in substantially the form of Exhibit C hereto or otherwise in form and substance reasonably satisfactory to such issuer and the Collateral Trustee.
(c) With respect to any Pledged Equity Security Collateral in which any Pledgor Grantor has any right, title or interest and that constitutes a security entitlement in which the Collateral Trustee is not the entitlement holder, such Grantor will use its commercial good faith efforts to cause the securities intermediary with respect to such security entitlement to agree in an authenticated record with such Grantor and the Collateral Trustee that such securities intermediary will comply with entitlement orders (that is, notifications communicated to such securities intermediary directing transfer or redemption of the financial asset to which such Grantor has a security (within entitlement) originated by the meanings Collateral Trustee without further consent of Article 8 and Article 9 of the UCC)such Grantor, such Pledgor will notify each such issuer authenticated record to be in substantially the form of Pledged Equity that such Pledged Equity is subject Exhibit C hereto or otherwise in form and substance reasonably satisfactory to the security interest granted hereunderCollateral Trustee (such agreement being a "SECURITIES ACCOUNT CONTROL AGREEMENT").
(d) With respect to No Grantor will change or add any Pledged Debt securities intermediary that maintains any securities account in which any Pledgor has of the Collateral is credited or carried, or change or add any rightsuch securities account, title or interest, in each case without first complying with the Pledgor will notify each such issuer above provisions of Pledged Debt that such Pledged Debt is subject this Section 4 in order to perfect the security interest granted hereunder.
(e) If, at any time, an issuer converts any Pledged Equity into a “security” within the meaning of Articles 8 and 9 of the UCC, the relevant Pledgor will either (i) use its commercially reasonable efforts to cause the issuer of hereunder in such Pledged Equity to issue certificates or instruments evidencing or representing the Pledged Equity and deliver the originals of such certificates or instruments promptly to the Collateral Trustee (or as directed by the Collateral Trustee), and, if it or any Person other than the relevant Pledgor, receives any such certificates or instruments, shall promptly deliver or cause to be delivered to the Collateral Trustee, the originals of such certificates or instruments or (ii) if the security is an uncertificated security (within the meaning of Article 8 of the UCC), use its commercially reasonable efforts to cause the issuer of such Pledged Equity to enter into an Uncertificated Securities Control Agreement pursuant to clause (b) above.
(f) At such time as any Pledgor has or acquires any Security Collateral in which such Pledgor has any right, title or interest and that is not a security (within the meaning of Article 8 of the UCC), such Pledgor agrees that the Collateral Trustee may file a financing statement in the relevant jurisdiction.
(g) No Pledgor shall take or omit to take any action which would or could reasonably be expected to have the result of materially adversely affecting or impairing the Liens in favor of the Collateral Trustee and the holders of Parity Lien Obligations with respect to the Collateral.
Appears in 1 contract
Samples: Security Agreement (Avaya Inc)
Delivery and Control of Security Collateral. (a) Any All certificates or instruments representing or evidencing Security Collateral shall be delivered to and held by or on behalf of the Collateral Trustee MLCS pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Collateral TrusteeMLCS. The Collateral Trustee MLCS shall have the right, at any time in its discretion and without notice to any the Pledgor, to transfer to or to register in the name of the Collateral Trustee MLCS or any of its nominees any or all of the certificates and instruments representing or evidencing the Security Collateral, if any, subject only to the revocable rights of the Pledgor specified in Section 9(a8(a). In addition, upon the Collateral Trustee occurrence and during the continuance of an Event of Default, with respect to MFH or any Credit Support Provider of the MFH, under Section 5(a) of the Master Agreement (in each case, a “Specified Event of Default”), MLCS shall have the right at any time to exchange certificates or instruments representing or evidencing Security Collateral, if any, Collateral for certificates or instruments of smaller or larger denominations.
(b) At such time as any Pledgor has or acquires With respect to any Security Collateral in which such the Pledgor has any right, title or interest and that constitutes an “uncertificated security” (within , the meaning of Article 8 of the UCC), such Pledgor will use its commercially reasonable efforts to cause the issuer thereof either (i) to register MLCS as the registered owner of such security subject, however, to this Agreement, or (ii) to agree in an authenticated record substantially in with the form of Exhibit B with such Pledgor and the Collateral Trustee MLCS that such issuer will comply with instructions with respect to such security originated by the Collateral Trustee MLCS without further consent of such the Pledgor, such authenticated record to be in form and substance satisfactory to such issuer and the Collateral Trustee.
(c) MLCS. With respect to any Pledged Equity in which any the Pledgor has any right, title or interest and that is not a security (within an uncertificated security, the meanings of Article 8 and Article 9 of the UCC), such Pledgor will notify each such issuer of Pledged Equity that such Pledged Equity is subject to the security interest granted hereunder.
(d) With respect to any Pledged Debt in which any Pledgor has any right, title or interest, the Pledgor will notify each such issuer of Pledged Debt that such Pledged Debt is subject to the security interest granted hereunder.
(e) If, at any time, an issuer converts any Pledged Equity into a “security” within the meaning of Articles 8 and 9 of the UCC, the relevant Pledgor will either (i) use its commercially reasonable efforts to cause the issuer of such Pledged Equity to issue certificates or instruments evidencing or representing the Pledged Equity and deliver the originals of such certificates or instruments promptly to the Collateral Trustee (or as directed by the Collateral Trustee), and, if it or any Person other than the relevant Pledgor, receives any such certificates or instruments, shall promptly deliver or cause to be delivered to the Collateral Trustee, the originals of such certificates or instruments or (ii) if the security is an uncertificated security (within the meaning of Article 8 of the UCC), use its commercially reasonable efforts to cause the issuer of such Pledged Equity to enter into an Uncertificated Securities Control Agreement pursuant to clause (b) above.
(f) At such time as any Pledgor has or acquires any Security Collateral in which such Pledgor has any right, title or interest and that is not a security (within the meaning of Article 8 of the UCC), such Pledgor agrees that the Collateral Trustee may file a financing statement in the relevant jurisdiction.
(g) No Pledgor shall take or omit to take any action which would or could reasonably be expected to have the result of materially adversely affecting or impairing the Liens in favor of the Collateral Trustee and the holders of Parity Lien Obligations with respect to the Collateral.
Appears in 1 contract
Delivery and Control of Security Collateral. (a) Any All certificates or instruments representing or evidencing Security Collateral shall be delivered to and held by or on behalf of the Collateral Trustee MLCS pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Collateral TrusteeMLCS. The Collateral Trustee MLCS shall have the right, at any time in its discretion and without notice to any the Pledgor, to transfer to or to register in the name of the Collateral Trustee MLCS or any of its nominees any or all of the certificates and instruments representing or evidencing the Security Collateral, if any, subject only to the revocable rights of the Pledgor specified in Section 9(a8(a). In addition, upon the Collateral Trustee occurrence and during the continuance of an Event of Default, with respect to MME or any Credit Support Provider of the MME, under Section 5(a) of the Master Agreement (in each case, a “Specified Event of Default”), MLCS shall have the right at any time to exchange certificates or instruments representing or evidencing Security Collateral, if any, Collateral for certificates or instruments of smaller or larger denominations.
(b) At such time as any Pledgor has or acquires With respect to any Security Collateral in which such the Pledgor has any right, title or interest and that constitutes an “uncertificated security” (within , the meaning of Article 8 of the UCC), such Pledgor will use its commercially reasonable efforts to cause the issuer thereof either (i) to register MLCS as the registered owner of such security subject, however, to this Agreement, or (ii) to agree in an authenticated record substantially in with the form of Exhibit B with such Pledgor and the Collateral Trustee MLCS that such issuer will comply with instructions with respect to such security originated by the Collateral Trustee MLCS without further consent of such the Pledgor, such authenticated record to be in form and substance satisfactory to such issuer and the Collateral Trustee.
(c) MLCS. With respect to any Pledged Equity in which any the Pledgor has any right, title or interest and that is not a security (within an uncertificated security, the meanings of Article 8 and Article 9 of the UCC), such Pledgor will notify each such issuer of Pledged Equity that such Pledged Equity is subject to the security interest granted hereunder.
(d) With respect to any Pledged Debt in which any Pledgor has any right, title or interest, the Pledgor will notify each such issuer of Pledged Debt that such Pledged Debt is subject to the security interest granted hereunder.
(e) If, at any time, an issuer converts any Pledged Equity into a “security” within the meaning of Articles 8 and 9 of the UCC, the relevant Pledgor will either (i) use its commercially reasonable efforts to cause the issuer of such Pledged Equity to issue certificates or instruments evidencing or representing the Pledged Equity and deliver the originals of such certificates or instruments promptly to the Collateral Trustee (or as directed by the Collateral Trustee), and, if it or any Person other than the relevant Pledgor, receives any such certificates or instruments, shall promptly deliver or cause to be delivered to the Collateral Trustee, the originals of such certificates or instruments or (ii) if the security is an uncertificated security (within the meaning of Article 8 of the UCC), use its commercially reasonable efforts to cause the issuer of such Pledged Equity to enter into an Uncertificated Securities Control Agreement pursuant to clause (b) above.
(f) At such time as any Pledgor has or acquires any Security Collateral in which such Pledgor has any right, title or interest and that is not a security (within the meaning of Article 8 of the UCC), such Pledgor agrees that the Collateral Trustee may file a financing statement in the relevant jurisdiction.
(g) No Pledgor shall take or omit to take any action which would or could reasonably be expected to have the result of materially adversely affecting or impairing the Liens in favor of the Collateral Trustee and the holders of Parity Lien Obligations with respect to the Collateral.
Appears in 1 contract
Delivery and Control of Security Collateral. (a) Any All certificates or instruments representing or evidencing Security Collateral shall be delivered to and held by or on behalf of the First Lien Collateral Trustee Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the First Lien Collateral TrusteeAgent. From and after the occurrence of and during the continuance of a First Lien Event of Default, the First Lien Collateral Agent shall, subject to the terms of such Security Collateral, have the right to exchange certificates or instruments representing or evidencing Security Collateral for certificates or instruments of smaller or larger denominations.
(b) With respect to any Security Collateral that constitutes an uncertificated security, the relevant Grantor will cause the issuer thereof either (i) to register the First
(c) With respect to any Security Collateral that constitutes a security entitlement with an aggregate value in excess of $2,500,000 at any time as to which the financial institution acting as First Lien Collateral Agent hereunder is not the securities intermediary, the relevant Grantor will cause the securities intermediary with respect to such security entitlement either (i) to identify in its records the First Lien Collateral Agent as the entitlement holder thereof or (ii) to agree with such Grantor and the First Lien Collateral Agent that such securities intermediary will comply with entitlement orders originated by the First Lien Collateral Agent without further consent of such Grantor, such agreement to be in form and substance satisfactory to the First Lien Collateral Agent (a “Securities Account Control Agreement”).
(d) The First Lien Collateral Trustee Agent shall have the right, at any time in its discretion and without notice to any PledgorGrantor, to transfer to or to register in the name of the First Lien Collateral Trustee Agent or any of its nominees any or all of the certificates and instruments representing or evidencing the Security Collateral, if any, subject only to the terms of the Security Deposit Agreement and the revocable rights specified in Section 9(a12(a). In addition, the Collateral Trustee shall have the right at any time to exchange certificates or instruments representing or evidencing Security Collateral, if any, for certificates or instruments of smaller or larger denominations.
(be) At such time as any Pledgor has or acquires any Security Collateral in which such Pledgor has any rightFrom and after the occurrence of and during the continuance of a First Lien Event of Default, title or interest and that constitutes an “uncertificated security” (within upon the meaning of Article 8 request of the UCC)First Lien Collateral Agent, such Pledgor will use its commercially reasonable efforts to cause the issuer thereof to agree in an authenticated record substantially in the form of Exhibit B with such Pledgor and the Collateral Trustee that such issuer will comply with instructions with respect to such security originated by the Collateral Trustee without further consent of such Pledgor, such authenticated record to be in form and substance satisfactory to such issuer and the Collateral Trustee.
(c) With respect to any Pledged Equity in which any Pledgor has any right, title or interest and that is not a security (within the meanings of Article 8 and Article 9 of the UCC), such Pledgor each Grantor will notify each such issuer of Pledged Equity Security Collateral granted by it hereunder that such Pledged Equity Security Collateral is subject to the security interest granted hereunder.
(d) With respect to any Pledged Debt in which any Pledgor has any right, title or interest, the Pledgor will notify each such issuer of Pledged Debt that such Pledged Debt is subject to the security interest granted hereunder.
(e) If, at any time, an issuer converts any Pledged Equity into a “security” within the meaning of Articles 8 and 9 of the UCC, the relevant Pledgor will either (i) use its commercially reasonable efforts to cause the issuer of such Pledged Equity to issue certificates or instruments evidencing or representing the Pledged Equity and deliver the originals of such certificates or instruments promptly to the Collateral Trustee (or as directed by the Collateral Trustee), and, if it or any Person other than the relevant Pledgor, receives any such certificates or instruments, shall promptly deliver or cause to be delivered to the Collateral Trustee, the originals of such certificates or instruments or (ii) if the security is an uncertificated security (within the meaning of Article 8 of the UCC), use its commercially reasonable efforts to cause the issuer of such Pledged Equity to enter into an Uncertificated Securities Control Agreement pursuant to clause (b) above.
(f) At such time as any Pledgor has or acquires any Security Collateral in which such Pledgor has any right, title or interest and that is not a security (within the meaning of Article 8 of the UCC), such Pledgor agrees that the Collateral Trustee may file a financing statement in the relevant jurisdiction.
(g) No Pledgor shall take or omit to take any action which would or could reasonably be expected to have the result of materially adversely affecting or impairing the Liens in favor of the Collateral Trustee and the holders of Parity Lien Obligations with respect to the Collateral.
Appears in 1 contract
Samples: First Lien Security Agreement (Talen Energy Supply, LLC)
Delivery and Control of Security Collateral. (a) Any All certificates or instruments representing or evidencing Security Collateral (other than third party notes representing less than $30,000 individually and $1,000,000 in the aggregate) shall be delivered to and held by or on behalf of the Collateral Trustee Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Collateral Trustee. The Collateral Trustee shall have the right, at any time in its discretion and without notice to any Pledgor, to transfer to or to register in the name of the Collateral Trustee or any of its nominees any or all of the certificates and instruments representing or evidencing the Security Collateral, if any, subject only to the revocable rights specified in Section 9(a). In addition, the Collateral Trustee shall have the right at any time to exchange certificates or instruments representing or evidencing Security Collateral, if any, for certificates or instruments of smaller or larger denominationsAgent.
(b) At such time as any Pledgor has or acquires With respect to any Security Collateral in which such Pledgor any Grantor has any right, title or interest and that constitutes an “uncertificated security” (within the meaning of Article 8 of the UCC), such Pledgor Grantor will use its commercially reasonable efforts to cause the issuer thereof either (i) to note or register the security interest created hereby in the appropriate company records or (ii) to agree in an authenticated record substantially in the form of Exhibit B with such Pledgor Grantor and the Collateral Trustee Agent that upon the occurrence and during the continuance of an Event of Default such issuer will comply with instructions with respect to such security originated by the Collateral Trustee Agent without further consent of such PledgorGrantor, such authenticated record to be in form and substance reasonably satisfactory to such issuer and the Collateral Trustee.
(c) Agent and such Grantor. With respect to any Pledged Equity Security Collateral in which any Pledgor Grantor has any right, title or interest and that is not a security (within an uncertificated security, upon the meanings of Article 8 and Article 9 request of the UCC)Collateral Agent, such Pledgor Grantor will notify each such issuer of Pledged Equity that such Pledged Equity is subject to the security interest granted hereunder.
(c) With respect to any Security Collateral in which any Grantor has any right, title or interest and that constitutes a security entitlement in which the Collateral Agent is not the entitlement holder, such Grantor will use its commercial good faith efforts to cause the securities intermediary with respect to such security entitlement to either (i) to identify in its records the Collateral Agent as the entitlement holder of such security entitlement against such securities intermediary or (ii) agree in an authenticated record with such Grantor and the Collateral Agent that, upon the occurrence and during the continuance of an Event of Default, such securities intermediary will comply with entitlement orders (that is, notifications communicated to such securities intermediary directing transfer or redemption of the financial asset to which such Grantor has a security entitlement) originated by the Collateral Agent without further consent of such Grantor, such authenticated record to be in substantially the form of Exhibit C hereto or otherwise in form and substance reasonably satisfactory to the Collateral Agent (such agreement being a “Securities Account Control Agreement”).
(d) With respect to any Pledged Debt Security Collateral in which any Pledgor Grantor has any right, title or interestinterest and that constitutes a commodity contract, such Grantor will use its commercial good faith efforts to cause the commodity intermediary with respect to such commodity contract to agree in an authenticated record with such Grantor and the Collateral Agent that, upon the occurrence and during the continuance of an Event of Default, such commodity intermediary will apply any value distributed on account of such commodity contract as directed by the Collateral Agent without further consent of such Grantor, such authenticated record to be in substantially the form of Exhibit D hereto or otherwise in form and substance satisfactory to the Collateral Agent (such agreement being a “Commodity Account Control Agreement”, and all such authenticated records, together with all Securities Account Control Agreements being, collectively, “Security Control Agreements”).
(e) No Grantor will change or add any securities intermediary or commodity intermediary that maintains any securities account or commodity account in which any of the Collateral is credited or carried, or change or add any such securities account or commodity account, in each case without first complying with the above provisions of this Section 4 in order to perfect the security interest granted hereunder in such Collateral.
(f) In the event any Security Collateral is maintained with any Person that has not entered into a Security Control Agreement with respect thereto or otherwise subject to the “control” of the Collateral Agent within the meaning of Section 9-106 of the UCC within 15 Business Days after the date hereof, the Pledgor average daily account balance in each such Security Account or Commodity Account, as the case may be, shall not exceed $5,000,000.
(g) Upon the request of the Collateral Agent upon the occurrence and during the continuance of an Event of Default, such Grantor will notify each such issuer of Pledged Debt that such Pledged Debt is subject to the security interest granted hereunder.
(e) If, at any time, an issuer converts any Pledged Equity into a “security” within the meaning of Articles 8 and 9 of the UCC, the relevant Pledgor will either (i) use its commercially reasonable efforts to cause the issuer of such Pledged Equity to issue certificates or instruments evidencing or representing the Pledged Equity and deliver the originals of such certificates or instruments promptly to the Collateral Trustee (or as directed by the Collateral Trustee), and, if it or any Person other than the relevant Pledgor, receives any such certificates or instruments, shall promptly deliver or cause to be delivered to the Collateral Trustee, the originals of such certificates or instruments or (ii) if the security is an uncertificated security (within the meaning of Article 8 of the UCC), use its commercially reasonable efforts to cause the issuer of such Pledged Equity to enter into an Uncertificated Securities Control Agreement pursuant to clause (b) above.
(f) At such time as any Pledgor has or acquires any Security Collateral in which such Pledgor has any right, title or interest and that is not a security (within the meaning of Article 8 of the UCC), such Pledgor agrees that the Collateral Trustee may file a financing statement in the relevant jurisdiction.
(g) No Pledgor shall take or omit to take any action which would or could reasonably be expected to have the result of materially adversely affecting or impairing the Liens in favor of the Collateral Trustee and the holders of Parity Lien Obligations with respect to the Collateral.
Appears in 1 contract
Samples: Loan Agreement (Consol Energy Inc)
Delivery and Control of Security Collateral. Subject at all times to the rights and interests of the Secured Parties (aas defined in the Senior Credit Agreement, the “Senior Secured Parties”) Any under the Senior Credit Agreement and the other Loan Documents (as defined in the Senior Credit Agreement, the “Senior Loan Documents”) and the priorities provided for in the Subordination Agreement: 7Midway – Security Agreement All certificates or instruments representing or evidencing Security Collateral shall be delivered to and held by or on behalf of the Collateral Trustee Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Collateral TrusteeAgent. The Collateral Trustee Agent shall have the right at any time to exchange certificates or instruments representing or evidencing Security Collateral for certificates or instruments of smaller or larger denominations.
(a) With respect to any Security Collateral that constitutes an uncertificated security, the relevant Grantor will cause the issuer thereof either (i) to register the Collateral Agent as the registered owner of such security or (ii) to agree with such Grantor and the Collateral Agent that such issuer will comply with instructions with respect to such security originated by the Collateral Agent without further consent of such Grantor, such agreement to be in form and substance satisfactory to the Collateral Agent (such agreement being an “Uncertificated Security Control Agreement”).
(b) With respect to any Security Collateral that constitutes a security entitlement as to which the Collateral Agent hereunder is not the securities intermediary, the relevant Grantor will cause the securities intermediary with respect to such security entitlement either (i) to identify in its records the Collateral Agent as the entitlement holder thereof or (ii) to agree with such Grantor and the Collateral Agent that such securities intermediary will comply with entitlement orders originated by the Collateral Agent without further consent of such Grantor, such agreement to be in form and substance satisfactory to the Collateral Agent (a “Securities Account Control Agreement”).
(c) The Collateral Agent shall have the right, at any time in its discretion and without notice to any PledgorGrantor, to transfer to or to register in the name of the Collateral Trustee Agent or any of its nominees any or all of the certificates and instruments representing or evidencing the Security Collateral, if any, subject only (to the revocable extent applicable) to the Pledge Agreements and the rights specified in Section 9(a)and interests of Senior Secured Parties. In addition, the Collateral Trustee Agent shall have the right at any time to exchange certificates convert Security Collateral consisting of financial assets credited to the Pledged Deposit Accounts or instruments representing the Depositary Accounts to Security Collateral consisting of financial assets held directly by the Collateral Agent, and to convert Security Collateral consisting of financial assets held directly by the Collateral Agent to Security Collateral consisting of financial assets credited to the Pledged Deposit Accounts or evidencing Security Collateral, if any, for certificates or instruments of smaller or larger denominationsthe Depositary Accounts.
(bd) At such time as any Pledgor has or acquires any Security Collateral in which such Pledgor has any right, title or interest and that constitutes an “uncertificated security” (within Upon the meaning of Article 8 request of the UCC)Collateral Agent, such Pledgor will use its commercially reasonable efforts to cause the issuer thereof to agree in an authenticated record substantially in the form of Exhibit B with such Pledgor and the Collateral Trustee that such issuer will comply with instructions with respect to such security originated by the Collateral Trustee without further consent of such Pledgor, such authenticated record to be in form and substance satisfactory to such issuer and the Collateral Trustee.
(c) With respect to any Pledged Equity in which any Pledgor has any right, title or interest and that is not a security (within the meanings of Article 8 and Article 9 of the UCC), such Pledgor each Grantor will notify each such issuer of Pledged Equity Security Collateral granted by it hereunder that such Pledged Equity Security Collateral is subject to the security interest granted hereunder.
(d) With respect to any Pledged Debt in which any Pledgor has any right, title or interest, the Pledgor will notify each such issuer of Pledged Debt that such Pledged Debt is subject to the security interest granted hereunder.
(e) If, at any time, an issuer converts any Pledged Equity into a “security” within the meaning of Articles 8 and 9 of the UCC, the relevant Pledgor will either (i) use its commercially reasonable efforts to cause the issuer of such Pledged Equity to issue certificates or instruments evidencing or representing the Pledged Equity and deliver the originals of such certificates or instruments promptly to the Collateral Trustee (or as directed by the Collateral Trustee), and, if it or any Person other than the relevant Pledgor, receives any such certificates or instruments, shall promptly deliver or cause to be delivered to the Collateral Trustee, the originals of such certificates or instruments or (ii) if the security is an uncertificated security (within the meaning of Article 8 of the UCC), use its commercially reasonable efforts to cause the issuer of such Pledged Equity to enter into an Uncertificated Securities Control Agreement pursuant to clause (b) above.
(f) At such time as any Pledgor has or acquires any Security Collateral in which such Pledgor has any right, title or interest and that is not a security (within the meaning of Article 8 of the UCC), such Pledgor agrees that the Collateral Trustee may file a financing statement in the relevant jurisdiction.
(g) No Pledgor shall take or omit to take any action which would or could reasonably be expected to have the result of materially adversely affecting or impairing the Liens in favor of the Collateral Trustee and the holders of Parity Lien Obligations with respect to the Collateral.
Appears in 1 contract
Delivery and Control of Security Collateral. (a) Any All certificates or instruments representing or evidencing Security Collateral shall be delivered to and held by or on behalf of the First Lien Collateral Trustee Agent pursuant hereto and the Intercreditor and Subordination Agreements and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the First Lien Collateral TrusteeAgent. The First Lien Collateral Trustee Agent shall have the right, at any time in its discretion and without notice to any PledgorGrantor, to transfer to or to register in the name of the First Lien Collateral Trustee Agent or any of its nominees any or all of the certificates and instruments representing or evidencing the Security Collateral, if any, subject only to the revocable rights specified in Section 9(a14(a). In addition, the First Lien Collateral Trustee Agent shall have the right at any time to exchange certificates or instruments representing or evidencing Security Collateral, if any, Collateral for certificates or instruments of smaller or larger denominations. Also, the First Lien Collateral Agent shall have the right at any time to convert Security Collateral consisting of financial assets credited to the securities account to Security Collateral consisting of financial assets held directly by the First Lien Collateral Agent, and to convert Security Collateral consisting of financial assets held directly by the First Lien Collateral Agent to Security Collateral consisting of financial assets credited to the securities account.
(b) At such time as any Pledgor has or acquires With respect to any Security Collateral in which such Pledgor any Grantor has any right, title or interest and that constitutes an “uncertificated security” (within the meaning of Article 8 of the UCC), such Pledgor will use its commercially reasonable efforts to Grantor shall cause the issuer thereof either (i) to register the First Lien Collateral Agent as the registered owner of such security or (ii) to agree in an authenticated record substantially in the form of Exhibit B writing with such Pledgor Grantor and the First Lien Collateral Trustee Agent that such issuer will shall comply with instructions with respect to such security originated by the First Lien Collateral Trustee Agent without further consent of such PledgorGrantor, such authenticated record agreement to be in form and substance satisfactory to such issuer and the First Lien Collateral TrusteeAgent.
(c) With respect to any Pledged Equity Security Collateral in which any Pledgor Grantor has any right, title or interest and that is not constitutes a security entitlement, such Grantor shall cause the securities intermediary with respect to such security entitlement either (within i) to identify in its records the meanings First Lien Collateral Agent as the entitlement holder of Article 8 such security entitlement against such securities intermediary or (ii) to agree in writing with such Grantor and Article 9 the First Lien Collateral Agent that such securities intermediary shall comply with entitlement orders (that is, notifications communicated to such securities intermediary directing transfer or redemption of the UCC)financial asset to which such Grantor has a security entitlement) originated by the First Lien Collateral Agent without further consent of such Grantor, such Pledgor will notify each such issuer agreement to be substantially in the form of Pledged Equity that such Pledged Equity is subject Exhibit E attached hereto or otherwise in form and substance satisfactory to the security interest granted hereunderCollateral Agent (such agreement being a “Securities Account Control Agreement”).
(d) With respect to any Pledged Debt in which any Pledgor has any right, title or interest, the Pledgor will notify each such issuer of Pledged Debt that such Pledged Debt is subject to the security interest granted hereunder.
(e) If, at any time, an issuer converts any Pledged Equity into a “security” within the meaning of Articles 8 and 9 of the UCC, the relevant Pledgor will either (i) use its commercially reasonable efforts to cause the issuer of such Pledged Equity to issue certificates or instruments evidencing or representing the Pledged Equity and deliver the originals of such certificates or instruments promptly to the Collateral Trustee (or as directed by the Collateral Trustee), and, if it or any Person other than the relevant Pledgor, receives any such certificates or instruments, shall promptly deliver or cause to be delivered to the Collateral Trustee, the originals of such certificates or instruments or (ii) if the security is an uncertificated security (within the meaning of Article 8 of the UCC), use its commercially reasonable efforts to cause the issuer of such Pledged Equity to enter into an Uncertificated Securities Control Agreement pursuant to clause (b) above.
(f) At such time as any Pledgor has or acquires any Security Collateral in which such Pledgor any Grantor has any right, title or interest and that is not constitutes a security (within the meaning of Article 8 of the UCC)commodity contract, such Pledgor agrees Grantor shall cause the commodity intermediary with respect to such commodity contract to agree in writing with such Grantor and the First Lien Collateral Agent that such commodity intermediary shall apply any value distributed on account of such commodity contract as directed by the First Lien Collateral Trustee may file Agent without further consent of such Grantor, such agreement to be in form and substance satisfactory to the First Lien Collateral Agent (such agreement being a financing statement in “Commodity Account Control Agreement,” and all such agreements together with all Securities Account Control Agreements, being collectively, the relevant jurisdiction“Control Agreements”).
(ge) No Pledgor Grantor shall take change or omit to take add any action securities intermediary or commodity intermediary that maintains any securities account or commodity account in which would or could reasonably be expected to have the result of materially adversely affecting or impairing the Liens in favor any of the Collateral Trustee and is credited or carried, or change or add any such securities account or commodity account, in each case without first complying with the holders above provisions of Parity Lien Obligations with respect this Section 4 in order to perfect the security interest granted hereunder in such Collateral.
Appears in 1 contract
Delivery and Control of Security Collateral. (a) Any All certificates or instruments representing or evidencing Security Collateral shall be delivered to and held by or on behalf of the Collateral Trustee Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral TrusteeAgent. The If an Event of Default shall have occurred and be continuing, the Collateral Trustee Agent shall have the right, right (i) at any time to exchange certificates or instruments representing or evidencing Security Collateral for certificates or instruments of smaller or larger denominations and (ii) at any time in its discretion and without notice to any PledgorGrantor, to transfer to or to register in the name of the Collateral Trustee Agent or any of its nominees any or all of the certificates and instruments representing or evidencing the Security Collateral, if any, subject only to the revocable rights specified in Section 9(a14(a). In addition, the Collateral Trustee shall have the right at any time to exchange certificates or instruments representing or evidencing Security Collateral, if any, for certificates or instruments of smaller or larger denominations.
(b) At such time as any Pledgor has or acquires With respect to any Security Collateral in which such Pledgor any Grantor has any right, title or interest and that constitutes an “uncertificated security” (within the meaning of Article 8 of the UCC), such Pledgor Grantor will cause any issuer thereof that is a Loan Party or a Subsidiary of a Loan Party, and will use its commercially reasonable efforts to cause the issuer thereof if such issuer is not a Loan Party or a Subsidiary of a Loan Party, either (i) to register the Collateral Agent as the registered owner of such security or (ii) to agree in an authenticated record substantially in the form of Exhibit B with such Pledgor Grantor and the Collateral Trustee Agent that such issuer will comply with instructions with respect to such security originated by the Collateral Trustee Agent without further consent of such PledgorGrantor, such authenticated record to be in form and substance satisfactory to such issuer and the Collateral Trustee.
(c) Agent. With respect to any Pledged Equity Security Collateral in which any Pledgor Grantor has any right, title or interest and that is not a security (within an uncertificated security, upon the meanings of Article 8 and Article 9 request of the UCC)Collateral Agent upon the occurrence and during the continuance of an Event of Default, such Pledgor Grantor will notify each such issuer of Pledged Equity Interests pledged by such Grantor that such Pledged Equity Interests is subject to the security interest granted hereunder.
(dc) With respect to any Pledged Debt Security Collateral in which any Pledgor Grantor has any right, title or interestinterest and that constitutes a security entitlement in which the Collateral Agent is not the entitlement holder, such Grantor will cause the Pledgor securities intermediary with respect to such security entitlement either (i) to identify in its records the Collateral Agent as the entitlement holder of such security entitlement against such securities intermediary or (ii) no later than 60 days after the date hereof (or such later date as may be specified by the Collateral Agent in its sole discretion), to agree in an authenticated record with such Grantor and the Collateral Agent that such securities intermediary will comply with entitlement orders (that is, notifications communicated to such securities intermediary directing transfer or redemption of the financial asset to which such Grantor has a security entitlement) originated by the Collateral Agent without further consent of such Grantor, such authenticated record to be in substantially the form of Exhibit B hereto or otherwise in form and substance reasonably satisfactory to the Collateral Agent (a “Security Account Control Agreement”).
(d) No Grantor will change or add any securities intermediary that maintains any securities account in which any of the Collateral is credited or carried, or change or add any such securities account, without first complying with the above provisions of this Section 4 in order to perfect the security interest granted hereunder in such Collateral.
(e) Upon the request of the Collateral Agent upon the occurrence and during the continuance of an Event of Default, such Grantor will notify each such issuer of Pledged Debt that such Pledged Debt pledged by such Grantor is subject to the security interest granted hereunder.
(e) If, at any time, an issuer converts any Pledged Equity into a “security” within the meaning of Articles 8 and 9 of the UCC, the relevant Pledgor will either (i) use its commercially reasonable efforts to cause the issuer of such Pledged Equity to issue certificates or instruments evidencing or representing the Pledged Equity and deliver the originals of such certificates or instruments promptly to the Collateral Trustee (or as directed by the Collateral Trustee), and, if it or any Person other than the relevant Pledgor, receives any such certificates or instruments, shall promptly deliver or cause to be delivered to the Collateral Trustee, the originals of such certificates or instruments or (ii) if the security is an uncertificated security (within the meaning of Article 8 of the UCC), use its commercially reasonable efforts to cause the issuer of such Pledged Equity to enter into an Uncertificated Securities Control Agreement pursuant to clause (b) above.
(f) At such time as any Pledgor has or acquires any Security Collateral in which such Pledgor has any right, title or interest and that is not a security (within the meaning of Article 8 of the UCC), such Pledgor agrees that the Collateral Trustee may file a financing statement in the relevant jurisdiction.
(g) No Pledgor shall take or omit to take any action which would or could reasonably be expected to have the result of materially adversely affecting or impairing the Liens in favor of the Collateral Trustee and the holders of Parity Lien Obligations with respect to the Collateral.
Appears in 1 contract
Delivery and Control of Security Collateral. (a) Any certificates or instruments representing or evidencing Security Collateral shall be delivered to and held by or on behalf of the Collateral Trustee pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Collateral Trustee. The Subject to the provisions of the Collateral Trust Agreement, the Collateral Trustee shall have the right, at any time in its discretion and without notice to any Pledgor, to transfer to or to register in the name of the Collateral Trustee or any of its nominees any or all of the certificates and instruments representing or evidencing the Security Collateral, if any, subject only to the revocable rights specified in Section 9(a10(a). In addition, subject to the provisions of the Collateral Trust Agreement, the Collateral Trustee shall have the right at any time to exchange certificates or instruments representing or evidencing Security Collateral, if any, for certificates or instruments of smaller or larger denominations.
(b) At such time as any Pledgor has or acquires any Security Collateral in which such Pledgor has any right, title or interest and that constitutes an “uncertificated security” (within the meaning of Article 8 of the UCC), such Pledgor will use its commercially reasonable efforts to cause the issuer thereof to agree in an authenticated record substantially in the form of Exhibit B with such Pledgor and the Collateral Trustee that such issuer will comply with instructions with respect to such security originated by the Collateral Trustee without further consent of such Pledgor, such authenticated record to be in form and substance satisfactory to such issuer and the Collateral Trustee.
(c) With respect to any Pledged Equity in which any Pledgor has any right, title or interest and that is not a security (within the meanings of Article 8 and Article 9 of the UCC), such Pledgor will notify each such issuer of Pledged Equity that such Pledged Equity is subject to the security interest granted hereunder.
(d) With respect to any Pledged Debt in which any Pledgor has any right, title or interest, the Pledgor will notify each such issuer of Pledged Debt that such Pledged Debt is subject to the security interest granted hereunder.
(e) If, at any time, an issuer converts any Pledged Equity into a “security” within the meaning of Articles 8 and 9 of the UCC, the relevant Pledgor will either (i) use its commercially reasonable efforts to cause the issuer of such Pledged Equity to issue certificates or instruments evidencing or representing the Pledged Equity and deliver the originals of such certificates or instruments promptly to the Collateral Trustee (or as directed by the Collateral Trustee), and, if it or any Person other than the relevant Pledgor, receives any such certificates or instruments, shall promptly deliver or cause to be delivered to the Collateral Trustee, the originals of such certificates or instruments or (ii) if the security is an uncertificated security (within the meaning of Article 8 of the UCC), use its commercially reasonable efforts to cause the issuer of such Pledged Equity to enter into an Uncertificated Securities Control Agreement pursuant to clause (b) above.
(f) At such time as any Pledgor has or acquires any Security Collateral in which such Pledgor has any right, title or interest and that is not a security (within the meaning of Article 8 of the UCC), such Pledgor agrees that the Collateral Trustee may file a financing statement in the relevant jurisdiction.
(g) No Pledgor shall take or omit to take any action which would or could reasonably be expected to have the result of materially adversely affecting or impairing the Liens in favor of the Collateral Trustee and the holders of Parity Junior Lien Obligations with respect to the Collateral.
Appears in 1 contract
Samples: Junior Lien Pledge Agreement (Energy Future Holdings Corp /TX/)
Delivery and Control of Security Collateral. (ai) Any All certificates representing or evidencing the Pledged Subsidiary Equity and all other certificates representing or evidencing Pledged Equity (other than certificated Pledged Equity having a fair market value of less than $5,000,000 in the aggregate for all such equity (collectively, the “Immaterial Non-Subsidiary Pledged Equity”)), (ii) all instruments representing or evidencing Security Collateral the Pledged Debt (other than Pledged Intercompany Debt) in an aggregate principal amount in excess of $5,000,000 and (iii) all instruments representing or evidencing Pledged Intercompany Debt, including any global intercompany note (and any and all updates and amendments thereto) representing or evidencing intercompany indebtedness owed to any Grantor by any other Restricted Company (the “Pledged Global Intercompany Note”) shall be delivered (with respect to all certificates and instruments referred to in clauses (i) and (ii) above acquired or received by a Grantor after the Effective Date, no later than the fifteenth day following the month of such acquisition or receipt) to and held by or on behalf of the Collateral Trustee Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral TrusteeAgent; it being understood and agreed that any Indebtedness of a Restricted Company (other than a Regulated Subsidiary) owing to a Grantor (other than such Indebtedness of up to $10,000,000 in the aggregate for all Grantors) shall be evidenced by the Pledged Global Intercompany Note or another promissory note. The To the extent any Pledged Global Intercompany Note is updated or amended in any calendar quarter to reflect changes to the parties thereto, the Company shall deliver to the Collateral Trustee Agent an update to or a replacement of Schedule I to such Pledged Global Intercompany Note and any additional counterparts and related note powers to such Pledged Global Intercompany Note, on or prior to the delivery of the Compliance Certificate pursuant to Section 6.02(b) of the Credit Agreement for such calendar quarter. During the continuation of an Event of Default and subject to Section 4(c), the Collateral Agent shall have the right, at any time in its discretion and without notice to any PledgorGrantor, to (i) transfer to or to register in the name of the Collateral Trustee Agent or any of its nominees any or all of the certificates and instruments representing or evidencing the Security Collateral, if any, subject only to the revocable rights specified in Section 9(a10(a). In addition, the Collateral Trustee shall have the right at any time to (ii) exchange certificates or instruments representing or evidencing Security Collateral, if any, Collateral for certificates or instruments of smaller or larger denominations.
, and (biii) At such time as any Pledgor has or acquires any convert Security Collateral in which such Pledgor has any right, title or interest and that constitutes an “uncertificated security” (within the meaning consisting of Article 8 of the UCC), such Pledgor will use its commercially reasonable efforts to cause the issuer thereof to agree in an authenticated record substantially in the form of Exhibit B with such Pledgor and the Collateral Trustee that such issuer will comply with instructions with respect to such security originated Financial Assets held directly by the Collateral Trustee without further consent Agent to Security Collateral consisting of such Pledgor, such authenticated record to be in form and substance satisfactory to such issuer and the Collateral Trustee.
(c) With respect Financial Assets credited to any Pledged Equity in which any Pledgor has any right, title or interest and that is not a security (within the meanings of Article 8 and Article 9 of the UCC), such Pledgor will notify each such issuer of Pledged Equity that such Pledged Equity is subject to the security interest granted hereunderSecurities Account.
(d) With respect to any Pledged Debt in which any Pledgor has any right, title or interest, the Pledgor will notify each such issuer of Pledged Debt that such Pledged Debt is subject to the security interest granted hereunder.
(e) If, at any time, an issuer converts any Pledged Equity into a “security” within the meaning of Articles 8 and 9 of the UCC, the relevant Pledgor will either (i) use its commercially reasonable efforts to cause the issuer of such Pledged Equity to issue certificates or instruments evidencing or representing the Pledged Equity and deliver the originals of such certificates or instruments promptly to the Collateral Trustee (or as directed by the Collateral Trustee), and, if it or any Person other than the relevant Pledgor, receives any such certificates or instruments, shall promptly deliver or cause to be delivered to the Collateral Trustee, the originals of such certificates or instruments or (ii) if the security is an uncertificated security (within the meaning of Article 8 of the UCC), use its commercially reasonable efforts to cause the issuer of such Pledged Equity to enter into an Uncertificated Securities Control Agreement pursuant to clause (b) above.
(f) At such time as any Pledgor has or acquires any Security Collateral in which such Pledgor has any right, title or interest and that is not a security (within the meaning of Article 8 of the UCC), such Pledgor agrees that the Collateral Trustee may file a financing statement in the relevant jurisdiction.
(g) No Pledgor shall take or omit to take any action which would or could reasonably be expected to have the result of materially adversely affecting or impairing the Liens in favor of the Collateral Trustee and the holders of Parity Lien Obligations with respect to the Collateral.
Appears in 1 contract
Samples: Credit Agreement (Lender Processing Services, Inc.)
Delivery and Control of Security Collateral. (a) Any Subject to the next following sentence, all certificates or instruments representing or evidencing Security Collateral (other than instruments consisting of promissory notes, a security interest in which may be perfected by filing, provided that such instruments shall not be pledged as collateral and delivered to a third party) shall be delivered to and held by or on behalf of the Collateral Trustee Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Collateral TrusteeAgent. Within 60 days after North American Freight Transportation Alliance Railroad Corporation shall become a Significant Subsidiary, as such time period may be extended in the Collateral Agent’s reasonable discretion, the Grantors shall cause stock certificates representing 100% of the Equity Interests therein to be delivered to the Collateral Agent, which certificates shall be held by or on behalf of the Collateral Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Collateral Agent. The Collateral Trustee Agent shall have the right, at any time in its discretion and without for reasonable credit purposes and with notice to any Pledgorthe applicable Grantor, to transfer to or to register in the name of the Collateral Trustee Agent or any of its nominees any or all of the certificates and instruments representing or evidencing the Security Collateral, if any, subject only to the revocable rights specified in Section 9(a14(a). In addition, the Collateral Trustee shall have the right at any time to exchange certificates or instruments representing or evidencing Security Collateral, if any, for certificates or instruments of smaller or larger denominations.
(b) At such time as any Pledgor has or acquires any With respect to Security Collateral with a value, at any one time, in excess of $5,000,000 in the aggregate, which such Pledgor any Grantor has any right, title or interest and that constitutes an “uncertificated security” (within the meaning of Article 8 of the UCC), such Pledgor Grantor will use its commercially reasonable efforts to cause the issuer thereof either (i) to register the Collateral Agent as the registered owner of such security or (ii) to agree in an authenticated record substantially in the form of Exhibit B with such Pledgor Grantor and the Collateral Trustee Agent that such issuer will comply with instructions with respect to such security originated by the Collateral Trustee Agent without further consent of such PledgorGrantor, such authenticated record to be in form and substance satisfactory to such issuer and the Collateral TrusteeAgent.
(c) With respect to any Pledged Equity each Securities Account in which any Pledgor has any right, title or interest and that the Collateral Agent is not the entitlement holder, such Grantor will cause the securities intermediary with respect to such security entitlement either (i) to identify in its records the Collateral Agent as the entitlement holder of such security entitlement against such securities intermediary or (ii) to agree in an authenticated record with such Grantor and the Collateral Agent that such securities intermediary will comply with entitlement orders (that is, notifications communicated to such securities intermediary directing transfer or redemption of the financial asset to which such Grantor has a security (within entitlement) originated by the meanings Collateral Agent without further consent of Article 8 and Article 9 of the UCC)such Grantor, such Pledgor will notify each such issuer of Pledged Equity that such Pledged Equity is subject authenticated record to be in form and substance satisfactory to the security interest granted hereunderCollateral Agent (such agreement being a “Securities Account Control Agreement”).
(d) With respect to No Grantor will change or add any Pledged Debt securities intermediary that maintains any Securities Account in which any Pledgor has of the Collateral is credited or carried, or change or add any rightsuch Securities Account, title or interestin each case without first complying with the above provisions of this Section 4 in order to perfect the security interest granted hereunder in such Collateral.
(e) Upon the request of the Collateral Agent upon the occurrence and during the continuance of an Event of Default, the Pledgor such Grantor will notify each such issuer of Pledged Debt that such Pledged Debt is subject to the security interest granted hereunder.
(e) If, at any time, an issuer converts any Pledged Equity into a “security” within the meaning of Articles 8 and 9 of the UCC, the relevant Pledgor will either (i) use its commercially reasonable efforts to cause the issuer of such Pledged Equity to issue certificates or instruments evidencing or representing the Pledged Equity and deliver the originals of such certificates or instruments promptly to the Collateral Trustee (or as directed by the Collateral Trustee), and, if it or any Person other than the relevant Pledgor, receives any such certificates or instruments, shall promptly deliver or cause to be delivered to the Collateral Trustee, the originals of such certificates or instruments or (ii) if the security is an uncertificated security (within the meaning of Article 8 of the UCC), use its commercially reasonable efforts to cause the issuer of such Pledged Equity to enter into an Uncertificated Securities Control Agreement pursuant to clause (b) above.
(f) At such time as any Pledgor has or acquires any Security Collateral in which such Pledgor has any right, title or interest and that is not a security (within the meaning of Article 8 of the UCC), such Pledgor agrees that the Collateral Trustee may file a financing statement in the relevant jurisdiction.
(g) No Pledgor shall take or omit to take any action which would or could reasonably be expected to have the result of materially adversely affecting or impairing the Liens in favor of the Collateral Trustee and the holders of Parity Lien Obligations with respect to the Collateral.
Appears in 1 contract
Delivery and Control of Security Collateral. (a) Any Subject to Section 5(h), with respect to any certificates or instruments representing or evidencing Security Collateral (other than Permitted Investments), to the extent that any relevant Grantor has Knowledge of the existence of such certificates and instruments, such certificates and instruments shall be delivered to and held by or on behalf of the Collateral Trustee pursuant hereto to this Second Lien Non-Shared Security Agreement and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral Trustee. The After the occurrence and during the continuance of an Event of Default following the First Priority Lien Satisfaction Date, the Collateral Trustee shall have the right, at any time in its discretion and without with notice to any PledgorDHI, to transfer to or to register in the name of the Collateral Trustee or any of its nominees any or all of the certificates and instruments representing or evidencing the Security Collateral, if any, subject only to the revocable rights specified in Section 9(a13(a), provided, however, that the failure to deliver any such notice to DHI shall not affect the validity of such actions of the Collateral Trustee. In addition, after the occurrence and during the continuance of an Event of Default and subject to the Intercreditor Agreement, the Collateral Trustee shall have the right at any time to exchange certificates or instruments representing or evidencing Security Collateral, if any, Collateral for certificates or instruments of smaller or larger denominations.
(b) At such time as any Pledgor has or acquires Subject to Section 5(h), with respect to any Security Collateral in which such Pledgor any Grantor has any right, title or interest and that constitutes an “uncertificated security” (within , to the meaning of Article 8 extent that such Grantor has Knowledge of the UCC)existence of such uncertificated securities, such Pledgor Grantor will use its commercially reasonable efforts to cause the issuer thereof either (at such Grantor's election)
(i) to register the Collateral Trustee as the registered owner of such security or (ii) to agree in an authenticated record substantially in the form of Exhibit B with such Pledgor Grantor and the Collateral Trustee that such issuer will comply with instructions with respect to such security originated by the Collateral Trustee without further consent of such PledgorGrantor, such authenticated record to be in form and substance reasonably satisfactory to the Collateral Trustee provided, however, that the Collateral Trustee agrees that it will not deliver any such instructions to such issuer except upon the occurrence and during the Collateral Trustee.
(c) continuance of an Event of Default. With respect to any Pledged Equity Security Collateral in which any Pledgor Grantor has any right, title or interest and that is not a security (within an uncertificated security, upon the meanings of Article 8 and Article 9 request of the UCC)Collateral Trustee after the occurrence and during the continuance of an Event of Default following the First Priority Lien Satisfaction Date, such Pledgor Grantor will notify each such issuer of Pledged Equity that such Pledged Equity is subject to the security interest granted hereunder.
(dc) With Subject to Section 5(h), with respect to any Pledged Debt Security Collateral in which any Pledgor Grantor has any right, title or interestinterest and that constitutes a security entitlement in which the Collateral Trustee is not the entitlement holder, to the extent that such Grantor has Knowledge of the existence of such security entitlements, such Grantor will cause the securities intermediary with respect to such security entitlement either (at such Grantor's election)
(i) to identify in its records the Collateral Trustee as the entitlement holders of such security entitlement against such securities intermediary or (ii) to agree in an authenticated record with such Grantor and the Collateral Trustee that such securities intermediary will comply with entitlement orders (that is, notifications communicated to such securities intermediary directing transfer or redemption of the financial asset to which such Grantor has a security entitlement) originated by the Collateral Trustee without further consent of such Grantor, such authenticated record to be in substantially Dynegy Second Lien Non-Shared Security Agreement the form of Exhibit C hereto or otherwise in form and substance reasonably satisfactory to the Collateral Trustee (such agreement being a "Securities Account Control Agreement").
(d) Subject to Section 5(h), with respect to any Security Collateral in which any Grantor has any right, title or interest and that constitutes a commodity contract, to the extent that such Grantor has Knowledge of the existence of such commodity contracts, such Grantor shall cause the commodity intermediary with respect to such commodity contract to agree in an authenticated record with such Grantor and the Collateral Trustee that such commodity intermediary will apply any value distributed on account of such commodity contract as directed by the Collateral Trustee without further consent of such Grantor, such authenticated record to be in substantially the form of Exhibit D hereto or otherwise in form and substance reasonably satisfactory to the Collateral Trustee (such agreement being a "Commodity Account Control Agreement", and all such authenticated records, together with all Securities Account Control Agreements being, collectively, "Security Control Agreements").
(e) No Grantor will change or add any securities intermediary or commodity intermediary that maintains any securities account or commodity account in which any of the Non-Shared Collateral is credited or carried, or change or add any such securities account or commodity account, in each case without first complying with the above provisions of this Section 5 in order to perfect the security interest granted hereunder in such Non-Shared Collateral. For the avoidance of doubt, the Pledgor provisions of this Section 5(e) shall not apply to any securities account or commodity account that any Grantor manages or maintains on behalf of third parties, such as securities accounts and commodity accounts maintained or managed by any Grantor for a joint venture in which third parties participate.
(f) Upon the request of the Collateral Trustee upon the occurrence and during the continuance of an Event of Default following the First Priority Lien Satisfaction Date, such Grantor will notify each such issuer of Pledged Debt that such Pledged Debt is subject to the security interest granted hereunder.
(eg) IfTo the extent that any of the Non-Shared Collateral constituting money or any of the Account Collateral or any Security Collateral is subject to a Permitted Lien and such Permitted Lien has been perfected through control (as such term is used in Sections 9-104 and 9-106 of the UCC) or possession, at perfection through possession or control of the security interest created hereunder shall not be required.
(h) Notwithstanding anything to the contrary set forth in this Section 5 or any timeother provision of this Second Lien Non-Shared Security Agreement, an issuer converts until the First Priority Lien Satisfaction Date, Grantors shall not be required to (i) take any Pledged Equity into a “security” within of the meaning actions required under Sections 5(a) through 5(d) herein or (ii) take any other actions with respect to any Collateral that would violate or be inconsistent with the terms of Articles 8 the Intercreditor Agreement or the First Priority Non-Shared Security Agreement. Subject to the terms of the Intercreditor Agreement, the Grantors shall comply with the provisions set forth in Sections 5 and 9 of the UCCFirst Priority Non-Shared Security Agreement until the First Priority Lien Satisfaction Date. Under the terms of Section 2.09 of the Intercreditor Agreement, the relevant Pledgor will either (i) use its commercially reasonable efforts First Priority Collateral Parties have agreed to cause the issuer of such Pledged Equity to issue certificates or instruments evidencing or representing the Pledged Equity and deliver the originals of such certificates or instruments promptly to the Collateral Trustee (or act as directed by the Collateral Trustee), and, if it or any Person other than the relevant Pledgor, receives any such certificates or instruments, shall promptly deliver or cause to be delivered to the Collateral Trustee, the originals of such certificates or instruments or (ii) if the security is an uncertificated security (within the meaning of Article 8 of the UCC), use its commercially reasonable efforts to cause the issuer of such Pledged Equity to enter into an Uncertificated Securities Control Agreement pursuant to clause (b) above.
(f) At such time as any Pledgor has or acquires any Security Collateral in which such Pledgor has any right, title or interest and that is not a security (within the meaning of Article 8 of the UCC), such Pledgor agrees that the Collateral Trustee may file a financing statement in the relevant jurisdiction.
(g) No Pledgor shall take or omit to take any action which would or could reasonably be expected to have the result of materially adversely affecting or impairing the Liens in favor bailees on behalf of the Collateral Trustee in respect of certain Collateral on the terms and the holders of Parity conditions set forth therein. Dynegy Second Lien Obligations with respect to the Collateral.Non-Shared Security Agreement
Appears in 1 contract
Samples: Second Lien Non Shared Security Agreement (Dynegy Inc /Il/)
Delivery and Control of Security Collateral. (a) Any Subject to Section 5(i) below and the Intercreditor Agreement, all certificates or instruments representing or evidencing Security Collateral shall be delivered to and held by or on behalf of the Collateral Trustee pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Collateral Trustee. The Subject to the Intercreditor Agreement, the Collateral Trustee shall have the right, at any time in its discretion and without notice to any PledgorGrantor, to transfer to or to register in the name of the Collateral Trustee or any of its nominees any or all of the certificates and instruments representing or evidencing the Security Collateral, if any, subject only to the revocable rights specified in Section 9(a11(a). In addition, subject to the Intercreditor Agreement, the Collateral Trustee shall have the right at any time right, upon the occurrence and during the continuance of an Event of Default to exchange certificates or instruments representing or evidencing Security Collateral, if any, Collateral for certificates or instruments of smaller or larger denominations.
(b) At such time as any Pledgor has or acquires Subject to Section 5(i) below and the Intercreditor Agreement, with respect to any Security Collateral in which such Pledgor any Grantor has any right, title or interest and that constitutes an “uncertificated security” (within the meaning of Article 8 of the UCC), such Pledgor Grantor will use its commercially reasonable efforts to cause the issuer thereof either:
(i) to register the Collateral Trustee as the registered owner of such security or
(ii) to agree in an authenticated record substantially in the form of Exhibit B with such Pledgor Grantor and the Collateral Trustee that such issuer will comply with instructions with respect to such security originated by the Collateral Trustee without further consent of such PledgorGrantor, such authenticated record to be in form and substance satisfactory to such issuer and the Collateral Trustee.
(c) . With respect to any Pledged Equity Security Collateral in which any Pledgor Grantor has any right, title or interest and that is not a security (within an uncertificated security, upon the meanings of Article 8 and Article 9 request of the UCC)Collateral Trustee in its sole discretion or at the direction of the Required Parity Lien Debtholders pursuant to the Collateral Trust Agreement, such Pledgor Grantor will notify each such issuer of Pledged Equity that such Pledged Equity is subject to the security interest granted hereunder. Each Grantor that is the issuer of any Security Collateral or Pledged Equity belonging to another Grantor acknowledges the security interest granted hereunder in such Security Collateral and will take the actions described above in this subsection (b).
(dc) With Subject to Section 5(i) below and the Intercreditor Agreement, with respect to any Pledged Debt Security Collateral in which any Pledgor Grantor has any right, title or interestinterest and that constitutes a security entitlement in which the Collateral Trustee is not the entitlement holder, such Grantor will cause the securities intermediary with respect to such security entitlement either:
(i) to identify in its records the Collateral Trustee as the entitlement holder of such security entitlement against such securities intermediary or
(ii) to agree in an authenticated record with such Grantor and the Collateral Trustee that such securities intermediary will comply with entitlement orders (that is, notifications communicated to such securities intermediary directing transfer or redemption of the financial asset to which such Grantor has a security entitlement) originated by the Collateral Trustee without further consent of such Grantor, such authenticated record to be in form and substance satisfactory to the Collateral Trustee (such agreements together being the “Securities Account Control Agreements”).
(d) Subject to Section 5(i) below and the Intercreditor Agreement, no Grantor will add any securities intermediary that maintains a Securities Account for such Grantor or open any new securities account with any then-existing securities intermediary unless:
(i) the Collateral Trustee shall have received at least 10 days’ prior written notice of such securities intermediary or such new Securities Account, and
(ii) the Collateral Trustee shall have received, in the case of a securities intermediary that is not the Collateral Trustee, a Securities Account Control Agreement authenticated by such new securities intermediary and such Grantor, or a supplement to an existing Securities Account Control Agreement with such then-existing securities intermediary, covering such new Securities Account. No Grantor shall terminate any securities intermediary or terminate any Securities Account, except that a Grantor may terminate a Securities Account, and terminate a securities intermediary with respect to such Securities Account if it gives the Collateral Trustee at least 10 days’ prior written notice of such termination.
(e) Subject to Section 5(i) below and the Intercreditor Agreement, upon any termination by a Grantor of any Securities Account or any securities intermediary with respect thereto, such Grantor will immediately:
(i) transfer all property held in such terminated Securities Account to another Securities Account, and
(ii) notify all Obligors that were making payments to such Securities Account to make all future payments to another Securities Account, in each case so that the Collateral Trustee shall have a continuously perfected security interest in such funds and property.
(f) So long as no Event of Default shall have occurred and be continuing, each Grantor shall have sole right to direct the disposition of funds with respect to each of its Securities Accounts.
(g) Subject to the Intercreditor Agreement, the Pledgor Collateral Trustee may transfer, direct the transfer of, or sell property credited to any Securities Account to satisfy the Grantor’s obligations under the Parity Lien Documents if an Event of Default shall have occurred and be continuing.
(h) Subject to the Intercreditor Agreement, upon the request of the Collateral Trustee upon the occurrence and during the continuance of an Event of Default, such Grantor will notify each such issuer of Pledged Debt that such Pledged Debt is subject to the security interest granted hereunder.
(i) Clauses (a) through (e) If, at above shall not be applicable to any time, an issuer converts any Collateral except Pledged Equity into a “security” within the meaning of Articles 8 and 9 of the UCC, the relevant Pledgor will either (i) use its commercially reasonable efforts to cause the issuer of such Pledged Equity to issue certificates or instruments evidencing or representing the Pledged Equity and deliver the originals of such certificates or instruments promptly constituting certificated securities prior to the Collateral Trustee (or as directed by the Collateral Trustee), and, if it or any Person other than the relevant Pledgor, receives any such certificates or instruments, shall promptly deliver or cause to be delivered to the Collateral Trustee, the originals occurrence of such certificates or instruments or (ii) if the security is an uncertificated security (within the meaning Event of Article 8 of the UCC), use its commercially reasonable efforts to cause the issuer of such Pledged Equity to enter into an Uncertificated Securities Control Agreement pursuant to clause (b) aboveDefault.
(f) At such time as any Pledgor has or acquires any Security Collateral in which such Pledgor has any right, title or interest and that is not a security (within the meaning of Article 8 of the UCC), such Pledgor agrees that the Collateral Trustee may file a financing statement in the relevant jurisdiction.
(g) No Pledgor shall take or omit to take any action which would or could reasonably be expected to have the result of materially adversely affecting or impairing the Liens in favor of the Collateral Trustee and the holders of Parity Lien Obligations with respect to the Collateral.
Appears in 1 contract
Delivery and Control of Security Collateral. (a) Any With respect to any certificates or instruments representing or evidencing Security Collateral (other than instruments representing or evidencing Investments permitted by Section 7.02(b) of the Credit Agreement), to the extent that any relevant Grantor has Knowledge of the existence of such certificates and instruments, such certificates and instruments shall be delivered to and held by or on behalf of the Collateral Trustee Trustees pursuant hereto to this Security Agreement and the Collateral Trust Agreement and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral TrusteeTrustees. The After the occurrence and during the continuance of an Event of Default, the Collateral Trustee Trustees shall have the right, at any time in its their discretion and without with notice to any Pledgorthe Borrower, to transfer to or to register in the name of the Collateral Trustee Trustees or any of its their nominees any or all of the certificates and instruments representing or evidencing the Security Collateral, if anyprovided, subject only however, that the failure to deliver any such notice to the revocable rights specified in Section 9(a)Borrower shall not affect the validity of such actions of the Collateral Trustees. In addition, after the occurrence and during the continuance of an Event of Default, the Collateral Trustee Trustees shall have the right at any time to exchange certificates or instruments representing or evidencing Security Collateral, if any, Collateral for certificates or instruments of smaller or larger denominations.
(b) At such time as any Pledgor has or acquires With respect to any Security Collateral in which such Pledgor any Grantor has any right, title or interest and that constitutes an “uncertificated security” (within , to the meaning of Article 8 extent that such Grantor has Knowledge of the UCC)existence of such uncertificated securities, such Pledgor Grantor will use its commercially reasonable efforts to cause the issuer thereof either (at such Grantor’s election)
(i) to register the Collateral Trustees as the registered owners of such security or (ii) to agree in an authenticated record substantially in the form of Exhibit B with such Pledgor Grantor and the Collateral Trustee Trustees that such issuer will comply with instructions with respect to such security originated by the Collateral Trustee Trustees without further consent of such PledgorGrantor, such authenticated record to be in form and substance reasonably satisfactory to the Collateral Trustees; provided, however, that the Collateral Trustees agree that they will not deliver any such instructions to such issuer except upon the occurrence and during the Collateral Trustee.
(c) continuance of an Event of Default. With respect to any Pledged Equity Security Collateral in which any Pledgor Grantor has any right, title or interest and that is not a security (within an uncertificated security, upon the meanings of Article 8 and Article 9 request of the UCC)Collateral Trustees after the occurrence and during the continuance of an Event of Default, such Pledgor Grantor will notify each such issuer of Pledged Equity that such Pledged Equity is subject to the security interest granted hereunder.
(c) With respect to any Security Collateral in which any Grantor has any right, title or interest and that constitutes a security entitlement in which the Collateral Trustees are not the entitlement holder, to the extent that such Grantor has Knowledge of the existence of such security entitlements, such Grantor will cause the securities intermediary with respect to such security entitlement either (at such Grantor’s election) (i) to identify in its records the Collateral Trustees as the entitlement holders of such security entitlement against such securities intermediary or (ii) to agree in an authenticated record with such Grantor and the Collateral Dynegy Security Agreement Trustees that such securities intermediary will comply with entitlement orders (that is, notifications communicated to such securities intermediary directing transfer or redemption of the financial asset to which such Grantor has a security entitlement) originated by the Collateral Trustees without further consent of such Grantor, such authenticated record to be in substantially the form of Exhibit C hereto or otherwise in form and substance reasonably satisfactory to the Collateral Trustees (such agreement being a “Securities Account Control Agreement”).
(d) With respect to any Pledged Debt Security Collateral in which any Pledgor Grantor has any right, title or interestinterest and that constitutes a commodity contract, to the extent that such Grantor has Knowledge of the existence of such commodity contracts, such Grantor shall cause the commodity intermediary with respect to such commodity contract to agree in an authenticated record with such Grantor and the Collateral Trustees that such commodity intermediary will apply any value distributed on account of such commodity contract as directed by the Collateral Trustees without further consent of such Grantor, such authenticated record to be in substantially the form of Exhibit D hereto or otherwise in form and substance reasonably satisfactory to the Collateral Trustees (such agreement being a “Commodity Account Control Agreement”, and all such authenticated records, together with all Securities Account Control Agreements being, collectively, “Security Control Agreements”).
(e) No Grantor will change or add any securities intermediary or commodity intermediary that maintains any securities account or commodity account in which any of the Collateral is credited or carried, or change or add any such securities account or commodity account, in each case without first complying with the above provisions of this Section 5 in order to perfect the security interest granted hereunder in such Collateral. For the avoidance of doubt, the Pledgor provisions of this Section 5(e) shall not apply to any securities account or commodity account that any Grantor manages or maintains on behalf of third parties, such as securities accounts and commodity accounts maintained or managed by any Grantor for a joint venture in which third parties participate.
(f) Upon the request of the Collateral Trustees upon the occurrence and during the continuance of an Event of Default, such Grantor will notify each such issuer of Pledged Debt that such Pledged Debt is subject to the security interest granted hereunder.
(eg) If, at To the extent that any time, an issuer converts of the Collateral constituting money or any Pledged Equity into of the Account Collateral or any Security Collateral is subject to a “security” within the meaning of Articles 8 Permitted Lien and 9 such Permitted Lien has been perfected through control (as such term is used in Sections 9-104 and 9-106 of the UCC) or possession, the relevant Pledgor will either (i) use its commercially reasonable efforts to cause the issuer perfection through possession or control of such Pledged Equity to issue certificates or instruments evidencing or representing the Pledged Equity and deliver the originals of such certificates or instruments promptly to the Collateral Trustee (or as directed by the Collateral Trustee), and, if it or any Person other than the relevant Pledgor, receives any such certificates or instruments, shall promptly deliver or cause to be delivered to the Collateral Trustee, the originals of such certificates or instruments or (ii) if the security is an uncertificated security (within the meaning of Article 8 of the UCC), use its commercially reasonable efforts to cause the issuer of such Pledged Equity to enter into an Uncertificated Securities Control Agreement pursuant to clause (b) aboveinterest created hereunder shall not be required.
(f) At such time as any Pledgor has or acquires any Security Collateral in which such Pledgor has any right, title or interest and that is not a security (within the meaning of Article 8 of the UCC), such Pledgor agrees that the Collateral Trustee may file a financing statement in the relevant jurisdiction.
(g) No Pledgor shall take or omit to take any action which would or could reasonably be expected to have the result of materially adversely affecting or impairing the Liens in favor of the Collateral Trustee and the holders of Parity Lien Obligations with respect to the Collateral.
Appears in 1 contract
Samples: Security Agreement
Delivery and Control of Security Collateral. (a) Any All certificates or instruments representing or evidencing Security Collateral shall be delivered to and held by or on behalf of the Collateral Trustee Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral Trustee. The Collateral Trustee Agent; provided that no Grantor shall have the right, at any time in its discretion and without notice be required to any Pledgor, to transfer to or to register in the name of the Collateral Trustee or any of its nominees any or all of the certificates and deliver instruments representing or evidencing Pledged Debt if the Security Collateral, if any, subject only amount of such Pledged Debt is $500,000 or less. With respect to the revocable rights specified in Section 9(a). In additionCharged Hong Kong Shares, the Collateral Trustee Agent shall have received each Hong Kong Share Pledge Document in the form annexed hereto as Exhibit D. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the right at any time to exchange certificates or instruments representing or evidencing Security Collateral, if any, Collateral for certificates or instruments of smaller or larger denominations.
(b) At such time as any Pledgor has or acquires Promptly upon the request of the Collateral Agent with respect to any Security Collateral in which such Pledgor has any right, title or interest and that constitutes an “uncertificated security” (within , the meaning relevant Grantor will cause any issuer thereof that is a Subsidiary of Article 8 Borrower or, in the case of the UCC)any issuer thereof that is not a Subsidiary of Borrower, such Pledgor will use its commercially reasonable reasonably efforts to cause such issuer either (i) to register the issuer thereof Collateral Agent as the registered owner of such security or (ii) to agree in an authenticated record substantially in the form of Exhibit B with such Pledgor Grantor and the Collateral Trustee Agent that such issuer will comply with instructions with respect to such security originated by the Collateral Trustee Agent without further consent of such PledgorGrantor, such authenticated record agreement to be in form and substance reasonably satisfactory to such issuer and the Collateral TrusteeAgent (such agreement being an “Uncertificated Security Control Agreement”).
(c) With respect to any Pledged Equity in Security Collateral that constitutes a security entitlement as to which any Pledgor has any right, title or interest and that the financial institution acting as Collateral Agent hereunder is not a security (within the meanings of Article 8 and Article 9 of the UCC), such Pledgor will notify each such issuer of Pledged Equity that such Pledged Equity is subject to the security interest granted hereunder.
(d) With respect to any Pledged Debt in which any Pledgor has any right, title or interest, the Pledgor will notify each such issuer of Pledged Debt that such Pledged Debt is subject to the security interest granted hereunder.
(e) If, at any time, an issuer converts any Pledged Equity into a “security” within the meaning of Articles 8 and 9 of the UCCsecurities intermediary, the relevant Pledgor Grantor will cause the securities intermediary with respect to such security entitlement either (i) use to identify in its commercially reasonable efforts to cause the issuer of such Pledged Equity to issue certificates or instruments evidencing or representing the Pledged Equity and deliver the originals of such certificates or instruments promptly to records the Collateral Trustee (or Agent as directed by the Collateral Trustee), and, if it or any Person other than the relevant Pledgor, receives any such certificates or instruments, shall promptly deliver or cause to be delivered to the Collateral Trustee, the originals of such certificates or instruments entitlement holder thereof or (ii) if to agree with such Grantor and the security is an uncertificated security Collateral Agent that such securities intermediary will comply with entitlement orders originated by the Collateral Agent without further consent of such Grantor, such agreement to be in form reasonably satisfactory to the Collateral Agent (within a “Securities Account Control Agreement”); provided, however, that this Section 5(c) shall not apply to Excluded Securities Accounts; provided, further, however, all Excluded Securities Accounts and proceeds thereof shall at all times constitute Collateral. Excluded Securities Accounts mean, collectively, one or more securities accounts holding assets or property, so long as the meaning of Article 8 Grantors are in compliance with the minimum cash requirement set forth in Section 7.11 of the UCC), use its commercially reasonable efforts to cause Credit Agreement and the issuer of such Pledged Equity to enter into an Uncertificated Securities Control Agreement pursuant to clause (bmaximum cash requirement set forth in Section 7.17(e) above.
(f) At such time as any Pledgor has or acquires any Security Collateral in which such Pledgor has any right, title or interest and that is not a security (within the meaning of Article 8 of the UCC), such Pledgor agrees that the Collateral Trustee may file a financing statement in the relevant jurisdictionCredit Agreement.
(g) No Pledgor shall take or omit to take any action which would or could reasonably be expected to have the result of materially adversely affecting or impairing the Liens in favor of the Collateral Trustee and the holders of Parity Lien Obligations with respect to the Collateral.
Appears in 1 contract
Samples: Senior Secured Debtor in Possession Credit Agreement (GT Advanced Technologies Inc.)
Delivery and Control of Security Collateral. (a) Any certificates or All instruments representing or evidencing Security Collateral Pledged Debt (except to the extent the aggregate outstanding principal amount of Pledged Debt owing to such Grantor does not exceed $200,000) with respect to any Grantor shall be delivered to and held by or on behalf of the Collateral Trustee pursuant hereto (unless the ABL Agent is granted a prior security interest in such instruments and the same are required to be delivered (and are so delivered) to the ABL Agent for the benefit of the ABL Secured Parties pursuant to the Intercreditor Agreement) and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral Trustee. The .
(b) With respect to any Securities Account and any Security Collateral that constitutes a security entitlement (except for any Securities Account that is an Excluded Account (as defined below)), the relevant Grantor will cause the securities intermediary with respect to such Securities Account and security entitlement either (i) to identify in its records the Collateral Trustee as the entitlement holder thereof, unless the ABL Agent is granted a prior security interest in such security entitlement and such Grantor is required to cause (and has so caused) such securities intermediary to identify in its records the ABL Agent as the entitlement holder thereof for the benefit of the ABL Secured Parties pursuant to the Intercreditor Agreement, or (ii) to agree with such Grantor and the Collateral Trustee that such securities intermediary will comply with entitlement orders originated by the Collateral Trustee without further consent of such Grantor, such agreement to be in form and substance reasonably satisfactory to the Collateral Trustee (and if the ABL Agent is required to be granted (and has been granted) a prior security interest in such Securities Account and security entitlement for the benefit of the ABL Secured Parties pursuant to the Intercreditor Agreement, with provisions instructing such securities intermediary that entitlement orders originated by the ABL Agent controls pursuant to the Intercreditor Agreement) (a “Securities Account Control Agreement”).
(c) Subject to the Intercreditor Agreement, the Collateral Trustee shall have the right, at any time after the occurrence and during the continuation of a Priority Lien Default, (i) in its discretion and without notice to any PledgorGrantor, to transfer to or to register in the name of the Collateral Trustee or any of its nominees any or all of the certificates and instruments representing or evidencing the Security Collateral, if any, subject only to the revocable rights specified in Section 9(a). In addition, 15(a) and (ii) to convert Security Collateral consisting of financial assets credited to the Securities Account to Security Collateral consisting of financial assets held directly by the Collateral Trustee shall have the right at any time Trustee, and to exchange certificates or instruments representing or evidencing Security Collateral, if any, for certificates or instruments of smaller or larger denominations.
(b) At such time as any Pledgor has or acquires any convert Security Collateral in which such Pledgor has any right, title or interest and that constitutes an “uncertificated security” (within the meaning consisting of Article 8 of the UCC), such Pledgor will use its commercially reasonable efforts to cause the issuer thereof to agree in an authenticated record substantially in the form of Exhibit B with such Pledgor and the Collateral Trustee that such issuer will comply with instructions with respect to such security originated financial assets held directly by the Collateral Trustee without further consent to Security Collateral consisting of such Pledgor, such authenticated record financial assets credited to be in form and substance satisfactory to such issuer and the Collateral TrusteeSecurities Account.
(cd) With respect to any Pledged Equity in which any Pledgor has any right, title or interest and that is not a security (within Upon the meanings of Article 8 and Article 9 request of the UCC)Collateral Trustee following the occurrence and during the continuance of a Priority Lien Default, such Pledgor each Grantor will notify each such issuer of Pledged Equity Security Collateral granted by it hereunder that such Pledged Equity Security Collateral is subject to the security interest granted hereunder.
(d) With respect to any Pledged Debt in which any Pledgor has any right, title or interest, the Pledgor will notify each such issuer of Pledged Debt that such Pledged Debt is subject to the security interest granted hereunder.
(e) If, at any time, an issuer converts any Pledged Equity into a “security” within the meaning of Articles 8 and 9 of the UCC, the relevant Pledgor will either (i) use its commercially reasonable efforts to cause the issuer of such Pledged Equity to issue certificates or instruments evidencing or representing the Pledged Equity and deliver the originals of such certificates or instruments promptly to the Collateral Trustee (or as directed by the Collateral Trustee), and, if it or any Person other than the relevant Pledgor, receives any such certificates or instruments, shall promptly deliver or cause to be delivered to the Collateral Trustee, the originals of such certificates or instruments or (ii) if the security is an uncertificated security (within the meaning of Article 8 of the UCC), use its commercially reasonable efforts to cause the issuer of such Pledged Equity to enter into an Uncertificated Securities Control Agreement pursuant to clause (b) above.
(f) At such time as any Pledgor has or acquires any Security Collateral in which such Pledgor has any right, title or interest and that is not a security (within the meaning of Article 8 of the UCC), such Pledgor agrees that the Collateral Trustee may file a financing statement in the relevant jurisdiction.
(g) No Pledgor shall take or omit to take any action which would or could reasonably be expected to have the result of materially adversely affecting or impairing the Liens in favor of the Collateral Trustee and the holders of Parity Lien Obligations with respect to the Collateral.
Appears in 1 contract
Samples: Security Agreement (Solo Cup CO)
Delivery and Control of Security Collateral. (a) Any All certificates or instruments representing or evidencing Security Collateral shall be delivered to and held by or on behalf of the Collateral Trustee pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral Trustee. With respect to certificates or instruments representing or evidencing Security Collateral that are currently in possession of a prior collateral agent, within 10 days of the date hereof, such certificates or instruments shall be delivered to the Collateral Trustee, or if such certificates or instruments cannot be located, an affidavit of loss in respect of such certificates in a mutually agreed form shall be delivered to the Collateral Trustee and new certificates evidencing such pledged equity and such pledged debt shall be issued by the Company and each other applicable Grantor and shall be delivered to the Collateral Trustee. The parties acknowledge that the Collateral Trustee shall not have any responsibility with respect to such certificates or instruments until taking possession thereof in accordance with the terms herein. Upon the occurrence and during the continuance of any event or condition which, under the terms of any Parity Lien Document, causes or permits the holders of any Parity Lien Obligations to cause such Parity Lien Obligations to become immediately due and payable (with the giving of notice or passage of time or both) (a “Parity Lien Event of Default”), the Collateral Trustee shall have the right, right (i) at any time to exchange certificates or instruments representing or evidencing Security Collateral for certificates or instruments of smaller or larger denominations and (ii) at any time in its discretion and without notice to any PledgorGrantor, to transfer to or to register in the name of the Collateral Trustee or any of its nominees any or all of the certificates and instruments representing or evidencing the Security Collateral, if any, subject only to the revocable rights specified in Section 9(a14(a). In addition, the Collateral Trustee shall have the right at any time to exchange certificates or instruments representing or evidencing Security Collateral, if any, for certificates or instruments of smaller or larger denominations.
(b) At such time as any Pledgor has or acquires With respect to any Security Collateral in which such Pledgor any Grantor has any right, title or interest and that constitutes an “uncertificated security” (within the meaning of Article 8 of the UCC), such Pledgor Grantor will cause the issuer thereof (or, if the issuer thereof is not a Subsidiary of such Grantor, will use its commercially reasonable efforts to cause the issuer thereof thereof) either (i) to register the Collateral Trustee as the registered owner of such security or (ii) to agree in an authenticated record substantially in the form of Exhibit B with such Pledgor Grantor and the Collateral Trustee that such issuer will comply with instructions with respect to such security originated by the Collateral Trustee without further consent of such PledgorGrantor, such authenticated record to be in form and substance satisfactory to such issuer and the Collateral Trustee.
(c) . With respect to any Pledged Equity Security Collateral in which any Pledgor Grantor has any right, title or interest and that is not a security (within an uncertificated security, upon the meanings of Article 8 and Article 9 request of the UCC)Collateral Trustee upon the occurrence and during the continuance of a Parity Lien Event of Default, such Pledgor Grantor will notify each such issuer of Pledged Equity Interests pledged by such Grantor that such Pledged Equity Interests is subject to the security interest granted hereunder.
(dc) With respect to any Pledged Debt Security Collateral in which any Pledgor Grantor has any right, title or interestinterest and that constitutes a security entitlement in which the Collateral Trustee is not the entitlement holder, such Grantor will cause the Pledgor securities intermediary with respect to such security entitlement either (i) to identify in its records the Collateral Trustee as the entitlement holder of such security entitlement against such securities intermediary or (ii) no later than 60 days after the date hereof (or such later date as may be specified by the Collateral Trustee in its sole discretion), to agree in an authenticated record with such Grantor and the Collateral Trustee that such securities intermediary will comply with entitlement orders (that is, notifications communicated to such securities intermediary directing transfer or redemption of the financial asset to which such Grantor has a security entitlement) originated by the Collateral Trustee without further consent of such Grantor, such authenticated record to be in substantially the form of Exhibit B hereto or otherwise in form and substance reasonably satisfactory to the Collateral Trustee.
(d) No Grantor will change or add any securities intermediary that maintains any securities account in which any of the Collateral is credited or carried, or change or add any such securities account, without first complying with the above provisions of this Section 4 in order to perfect the security interest granted hereunder in such Collateral.
(e) Upon delivery of a written request of the Collateral Trustee upon the occurrence and during the continuance of a Parity Lien Event of Default, such Grantor will notify each such issuer of Pledged Debt that such Pledged Debt pledged by such Grantor is subject to the security interest granted hereunder.
(e) If, at any time, an issuer converts any Pledged Equity into a “security” within the meaning of Articles 8 and 9 of the UCC, the relevant Pledgor will either (i) use its commercially reasonable efforts to cause the issuer of such Pledged Equity to issue certificates or instruments evidencing or representing the Pledged Equity and deliver the originals of such certificates or instruments promptly to the Collateral Trustee (or as directed by the Collateral Trustee), and, if it or any Person other than the relevant Pledgor, receives any such certificates or instruments, shall promptly deliver or cause to be delivered to the Collateral Trustee, the originals of such certificates or instruments or (ii) if the security is an uncertificated security (within the meaning of Article 8 of the UCC), use its commercially reasonable efforts to cause the issuer of such Pledged Equity to enter into an Uncertificated Securities Control Agreement pursuant to clause (b) above.
(f) At such time as any Pledgor has or acquires any Security Collateral in which such Pledgor has any right, title or interest and that is not a security (within the meaning of Article 8 of the UCC), such Pledgor agrees that the Collateral Trustee may file a financing statement in the relevant jurisdiction.
(g) No Pledgor shall take or omit to take any action which would or could reasonably be expected to have the result of materially adversely affecting or impairing the Liens in favor of the Collateral Trustee and the holders of Parity Lien Obligations with respect to the Collateral.
Appears in 1 contract
Delivery and Control of Security Collateral. (a) Any All certificates or instruments representing or evidencing Security Collateral shall be delivered to and held by or on behalf of the Collateral Trustee MLCS pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Collateral TrusteeMLCS. The Collateral Trustee MLCS shall have the right, at any time in its discretion and without notice to any the Pledgor, to transfer to or to register in the name of the Collateral Trustee MLCS or any of its nominees any or all of the certificates and instruments representing or evidencing the Security Collateral, if any, subject only to the revocable rights of the Pledgor specified in Section 9(a8(a). In addition, upon the Collateral Trustee occurrence and during the continuance of an Event of Default, with respect to MRC or any Credit Support Provider of the MRC, under Section 5(a) of the Master Agreement (in each case, a “Specified Event of Default”), MLCS shall have the right at any time to exchange certificates or instruments representing or evidencing Security Collateral, if any, Collateral for certificates or instruments of smaller or larger denominations.
(b) At such time as any Pledgor has or acquires With respect to any Security Collateral in which such the Pledgor has any right, title or interest and that constitutes an “uncertificated security” (within , the meaning of Article 8 of the UCC), such Pledgor will use its commercially reasonable efforts to cause the issuer thereof either (i) to register MLCS as the registered owner of such security subject, however, to this Agreement, or (ii) to agree in an authenticated record substantially in with the form of Exhibit B with such Pledgor and the Collateral Trustee MLCS that such issuer will comply with instructions with respect to such security originated by the Collateral Trustee MLCS without further consent of such the Pledgor, such authenticated record to be in form and substance satisfactory to such issuer and the Collateral Trustee.
(c) MLCS. With respect to any Pledged Equity in which any the Pledgor has any right, title or interest and that is not a security (within an uncertificated security, the meanings of Article 8 and Article 9 of the UCC), such Pledgor will notify each such issuer of Pledged Equity that such Pledged Equity is subject to the security interest granted hereunder.
(d) With respect to any Pledged Debt in which any Pledgor has any right, title or interest, the Pledgor will notify each such issuer of Pledged Debt that such Pledged Debt is subject to the security interest granted hereunder.
(e) If, at any time, an issuer converts any Pledged Equity into a “security” within the meaning of Articles 8 and 9 of the UCC, the relevant Pledgor will either (i) use its commercially reasonable efforts to cause the issuer of such Pledged Equity to issue certificates or instruments evidencing or representing the Pledged Equity and deliver the originals of such certificates or instruments promptly to the Collateral Trustee (or as directed by the Collateral Trustee), and, if it or any Person other than the relevant Pledgor, receives any such certificates or instruments, shall promptly deliver or cause to be delivered to the Collateral Trustee, the originals of such certificates or instruments or (ii) if the security is an uncertificated security (within the meaning of Article 8 of the UCC), use its commercially reasonable efforts to cause the issuer of such Pledged Equity to enter into an Uncertificated Securities Control Agreement pursuant to clause (b) above.
(f) At such time as any Pledgor has or acquires any Security Collateral in which such Pledgor has any right, title or interest and that is not a security (within the meaning of Article 8 of the UCC), such Pledgor agrees that the Collateral Trustee may file a financing statement in the relevant jurisdiction.
(g) No Pledgor shall take or omit to take any action which would or could reasonably be expected to have the result of materially adversely affecting or impairing the Liens in favor of the Collateral Trustee and the holders of Parity Lien Obligations with respect to the Collateral.
Appears in 1 contract
Delivery and Control of Security Collateral. (a) Any All certificates or instruments representing or evidencing Security Collateral (except any certificate or instrument the principal amount evidenced thereby does not exceed $1,000,000 individually and $10,000,000 in the aggregate (for any and all certificates and instruments held by any and all Foreign Grantors)) shall be delivered promptly to and held by or on behalf of the Collateral Trustee Foreign Administrative Agent pursuant hereto (unless the Term Facility Agent or the US Administrative Agent (as the case may be) is granted a prior security interest in such certificates and shall instruments and the same are required to be in suitable form for transfer by delivery, delivered (and are so delivered) to the Term Facility Agent or the US Administrative Agent (as the case may be)) and shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Collateral Trustee. The Collateral Trustee shall have the right, at any time in its discretion and without notice to any Pledgor, to transfer to or to register in the name of the Collateral Trustee or any of its nominees any or all of the certificates and instruments representing or evidencing the Security Collateral, if any, subject only to the revocable rights specified in Section 9(a). In addition, the Collateral Trustee Foreign Administrative Agent shall have the right at any time to exchange certificates or instruments representing or evidencing Security Collateral, if any, Collateral for certificates or instruments of smaller or larger denominationsdenominations to the extent the relevant Foreign Grantor can obtain such certificates with the exercise of commercially reasonable efforts.
(b) At From and after the date falling 60 days after the date hereof (or such time later date as the Foreign Administrative Agent may reasonably determine), with respect to any Pledgor has or acquires Securities Account (other than any Excluded Account (as defined below)) and any Security Collateral in which such Pledgor has any right, title or interest and that constitutes an “uncertificated security” (within a security entitlement as to which the meaning of Article 8 of financial institution acting as Foreign Administrative Agent hereunder is not the UCC)securities intermediary, such Pledgor the relevant Foreign Grantor will use its commercially reasonable efforts to cause the issuer thereof to agree in an authenticated record substantially in the form of Exhibit B with such Pledgor and the Collateral Trustee that such issuer will comply with instructions securities intermediary with respect to such Securities Account or security originated by entitlement either (i) to identify in its records the Collateral Trustee without further consent of Foreign Administrative Agent as the entitlement holder thereof (unless the Term Facility Agent or the US Administrative Agent (as the case may be) is granted a prior security interest in such Pledgorsecurity entitlement and such Foreign Grantor is required to cause (and has so caused) such securities intermediary to identify in its records the Term Facility Agent or the US Administrative Agent (as the case may be) as the entitlement holder thereof) or (ii) to execute and deliver to the Foreign Administrative Agent a control agreement, such authenticated record agreement to be in form and substance reasonably satisfactory to such issuer and the Collateral TrusteeForeign Administrative Agent (a “Securities Account Control Agreement”).
(c) With respect Subject to the Intercreditor Agreement, the Foreign Administrative Agent shall have the right, at any time after the occurrence and during the continuance of an Event of Default, (i) in its discretion and without notice to any Pledged Equity Foreign Grantor, to transfer to or to register in which any Pledgor has any right, title or interest and that is not a security (within the meanings of Article 8 and Article 9 name of the UCC)Foreign Administrative Agent or any of its nominees any or all of the Security Collateral, such Pledgor subject only to the revocable rights specified in Section 14(a) and (ii) to convert Security Collateral consisting of financial assets credited to any Securities Account to Security Collateral consisting of financial assets held directly by the Foreign Administrative Agent, and to convert Security Collateral consisting of financial assets held directly by the Foreign Administrative Agent to Security Collateral consisting of financial assets credited to any Securities Account.
(d) Upon the request of the Foreign Administrative Agent following the occurrence and during the continuance of an Event of Default, each Foreign Grantor will notify each such issuer of Pledged Equity Security Collateral granted by it hereunder that such Pledged Equity Security Collateral is subject to the security interest granted hereunder.
(d) With respect to any Pledged Debt in which any Pledgor has any right, title or interest, the Pledgor will notify each such issuer of Pledged Debt that such Pledged Debt is subject to the security interest granted hereunder.
(e) If, at any time, an issuer converts any Pledged Equity into a “security” within the meaning of Articles 8 and 9 of the UCC, the relevant Pledgor will either (i) use its commercially reasonable efforts to cause the issuer of such Pledged Equity to issue certificates or instruments evidencing or representing the Pledged Equity and deliver the originals of such certificates or instruments promptly to the Collateral Trustee (or as directed by the Collateral Trustee), and, if it or any Person other than the relevant Pledgor, receives any such certificates or instruments, shall promptly deliver or cause to be delivered to the Collateral Trustee, the originals of such certificates or instruments or (ii) if the security is an uncertificated security (within the meaning of Article 8 of the UCC), use its commercially reasonable efforts to cause the issuer of such Pledged Equity to enter into an Uncertificated Securities Control Agreement pursuant to clause (b) above.
(f) At such time as any Pledgor has or acquires any Security Collateral in which such Pledgor has any right, title or interest and that is not a security (within the meaning of Article 8 of the UCC), such Pledgor agrees that the Collateral Trustee may file a financing statement in the relevant jurisdiction.
(g) No Pledgor shall take or omit to take any action which would or could reasonably be expected to have the result of materially adversely affecting or impairing the Liens in favor of the Collateral Trustee and the holders of Parity Lien Obligations with respect to the Collateral.
Appears in 1 contract
Delivery and Control of Security Collateral. Subject to any Intercreditor Agreement:
(a) Any certificates or instruments representing or evidencing Security Collateral shall be delivered With respect to and held by or the Securities Accounts listed on behalf Schedule I, as of the Collateral Trustee pursuant hereto and shall Closing Date, the relevant Grantor will cause the securities intermediary with respect to each such account or security entitlement to maintain, as the case may be on the Closing Date, either (A) in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to its records the Collateral Trustee. The Collateral Trustee shall have Agent as the right, at entitlement holder thereof or (B) any time in its discretion and without notice to any Pledgor, to transfer to or to register in the name of the Collateral Trustee or any of its nominees any or all of the certificates and instruments representing or evidencing the Security Collateral, if any, subject only to the revocable rights specified in Section 9(a). In addition, the Collateral Trustee shall have the right at any time to exchange certificates or instruments representing or evidencing Security Collateral, if any, for certificates or instruments of smaller or larger denominations.
(b) At agreement among such time as any Pledgor has or acquires any Security Collateral in which such Pledgor has any right, title or interest and that constitutes an “uncertificated security” (within the meaning of Article 8 of the UCC), such Pledgor will use its commercially reasonable efforts to cause the issuer thereof to agree in an authenticated record substantially in the form of Exhibit B with such Pledgor Grantor and the Collateral Trustee Agent that such issuer securities intermediary will comply with instructions with respect to such security entitlement orders originated by the Collateral Trustee Agent without further consent of such PledgorGrantor, such authenticated record agreement to be in form and substance reasonably satisfactory to such issuer the Borrower and Collateral Agent (a “Securities Account Control Agreement”); provided, however, that the Collateral TrusteeAgent will (i) not give any such orders except after the occurrence and during the continuance of an Event of Default and (ii) upon cure (but not a partial cure) or waiver of any previously continuing Event of Default, the Collateral Agent shall take such action, at the expense of such Grantor, as shall be reasonably necessary to reconvey to such Grantor the right to give entitlement orders and instructions or directions to any issuer of uncertificated securities or securities intermediary. For the avoidance of doubt, (1) as of the Closing Date, the Grantors have satisfied all requirements under this Section 4 to establish Securities Account Control Agreements on the Security Accounts listed on Schedule I and (2) subject to the provisions of Section 17, no Grantor will have an obligation to establish any Securities Account Control Agreement on Security Accounts established after the Closing Date.
(cb) With respect to any Pledged Equity in which any Pledgor has any right, title or interest and that is not a security (within Upon the meanings of Article 8 and Article 9 request of the UCC)Collateral Agent following the occurrence and during the continuance of an Event of Default, such Pledgor each Grantor will notify each such issuer of Pledged Equity Securities Collateral (other than any other Loan Party) in which a security interest has been granted by it hereunder that such Pledged Equity Securities Collateral is subject to the security interest granted hereunder.
(d) With respect to any Pledged Debt in which any Pledgor has any right, title or interest, the Pledgor will notify each such issuer of Pledged Debt that such Pledged Debt is subject to the security interest granted hereunder.
(e) If, at any time, an issuer converts any Pledged Equity into a “security” within the meaning of Articles 8 and 9 of the UCC, the relevant Pledgor will either (i) use its commercially reasonable efforts to cause the issuer of such Pledged Equity to issue certificates or instruments evidencing or representing the Pledged Equity and deliver the originals of such certificates or instruments promptly to the Collateral Trustee (or as directed by the Collateral Trustee), and, if it or any Person other than the relevant Pledgor, receives any such certificates or instruments, shall promptly deliver or cause to be delivered to the Collateral Trustee, the originals of such certificates or instruments or (ii) if the security is an uncertificated security (within the meaning of Article 8 of the UCC), use its commercially reasonable efforts to cause the issuer of such Pledged Equity to enter into an Uncertificated Securities Control Agreement pursuant to clause (b) above.
(f) At such time as any Pledgor has or acquires any Security Collateral in which such Pledgor has any right, title or interest and that is not a security (within the meaning of Article 8 of the UCC), such Pledgor agrees that the Collateral Trustee may file a financing statement in the relevant jurisdiction.
(g) No Pledgor shall take or omit to take any action which would or could reasonably be expected to have the result of materially adversely affecting or impairing the Liens in favor of the Collateral Trustee and the holders of Parity Lien Obligations with respect to the Collateral.
Appears in 1 contract
Delivery and Control of Security Collateral. (a) Any All certificates or instruments representing or evidencing Security Collateral (if certificated) shall be delivered to and held by or on behalf of the Collateral Trustee Agent pursuant hereto to the terms of and to the extent required under the Credit Agreement and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral Trustee. The Collateral Trustee Agent; provided that no Grantor shall have be required to deliver any instrument representing (x) Pledged Debt if the rightface amount of such Pledged Debt is less than $5,000,000, at any time in its discretion or (y) Pledged Debt other than indebtedness (i) for borrowed money (whether by loan or the issuance and without notice to any Pledgor, to transfer to sale of debt securities) or to register (ii) for the deferred purchase or acquisition price of property or services of which such Grantor is the seller (other than accounts receivable (other than for borrowed money) in the name ordinary course of business) owed to a Grantor. After the Collateral Trustee or any occurrence and during the continuance of its nominees any or all an Event of the certificates and instruments representing or evidencing the Security Collateral, if any, subject only to the revocable rights specified in Section 9(a). In additionDefault, the Collateral Trustee Agent shall have the right at any time to exchange certificates or instruments representing or evidencing Security Collateral, if any, Collateral for certificates or instruments of smaller or larger denominations.
(b) At such time as any Pledgor has or acquires With respect to (i) the Securities Accounts, (ii) the Cash Collateral Account and (iii) any Security Collateral in which such Pledgor has any right, title or interest and that constitutes an “uncertificated security” (within a security entitlement as to which the meaning of Article 8 of financial institution acting as Collateral Agent hereunder is not the UCC)securities intermediary, such Pledgor the relevant Grantor will use its commercially reasonable efforts to cause the issuer securities intermediary with respect to each such account or security entitlement pursuant to the terms of and to the extent required under the Credit Agreement either (A) to identify in its records the Collateral Agent as the entitlement holder thereof or (B) to agree in an authenticated record substantially in the form of Exhibit B with such Pledgor Grantor and the Collateral Trustee Agent that such issuer securities intermediary will comply with instructions with respect to such security entitlement orders originated by the Collateral Trustee Agent without further consent of such PledgorGrantor, such authenticated record agreement to be in form and substance reasonably satisfactory to such issuer and the Collateral TrusteeAgent (a “Securities Account Control Agreement”); provided, however, this Section 4(c) shall not apply to Excluded Non-Pledged Accounts; provided further that the Collateral Agent will not give any such orders except after the occurrence and during the continuance of an Event of Default.
(c) With respect to any Pledged Equity in which any Pledgor has any right, title or interest and that is not a security (within Upon the meanings of Article 8 and Article 9 request of the UCC)Collateral Agent following the occurrence and during the continuance of an Event of Default, such Pledgor each Grantor will notify each such issuer of Pledged Equity Security Collateral (other than any other Loan Party) granted by it hereunder that such Pledged Equity Security Collateral is subject to the security interest granted hereunder.
(d) With respect to any Pledged Debt in which any Pledgor has any right, title or interest, the Pledgor will notify each such issuer of Pledged Debt that such Pledged Debt is subject to the security interest granted hereunder.
(e) If, at any time, an issuer converts any Pledged Equity into a “security” within the meaning of Articles 8 and 9 of the UCC, the relevant Pledgor will either (i) use its commercially reasonable efforts to cause the issuer of such Pledged Equity to issue certificates or instruments evidencing or representing the Pledged Equity and deliver the originals of such certificates or instruments promptly to the Collateral Trustee (or as directed by the Collateral Trustee), and, if it or any Person other than the relevant Pledgor, receives any such certificates or instruments, shall promptly deliver or cause to be delivered to the Collateral Trustee, the originals of such certificates or instruments or (ii) if the security is an uncertificated security (within the meaning of Article 8 of the UCC), use its commercially reasonable efforts to cause the issuer of such Pledged Equity to enter into an Uncertificated Securities Control Agreement pursuant to clause (b) above.
(f) At such time as any Pledgor has or acquires any Security Collateral in which such Pledgor has any right, title or interest and that is not a security (within the meaning of Article 8 of the UCC), such Pledgor agrees that the Collateral Trustee may file a financing statement in the relevant jurisdiction.
(g) No Pledgor shall take or omit to take any action which would or could reasonably be expected to have the result of materially adversely affecting or impairing the Liens in favor of the Collateral Trustee and the holders of Parity Lien Obligations with respect to the Collateral.
Appears in 1 contract
Delivery and Control of Security Collateral. (a) Any All certificates or instruments representing or evidencing Security Collateral shall be delivered to and held by or on behalf of the Collateral Trustee Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blankblank and undated, all in form and substance reasonably satisfactory to the Collateral TrusteeAgent. The Collateral Trustee Agent shall have the right, at any time after the occurrence and during the continuance of an Event of Default, in its discretion and without notice to any PledgorGuarantor, to transfer to or to register in the name of the Collateral Trustee Agent or any of its nominees any or all of the certificates and instruments representing or evidencing the Security Collateral, if any, subject only to the revocable rights specified in Section 9(a5.07(a). In addition, the Collateral Trustee Agent shall have the right at any time after the occurrence and during the continuance of an Event of Default to exchange certificates or instruments representing or evidencing Security Collateral, if any, Collateral for certificates or instruments of smaller or larger denominations.
(b) At such time as any Pledgor has or acquires With respect to any Security Collateral in which such Pledgor any Guarantor has any right, title or interest and that constitutes an “uncertificated security” (within the meaning of Article 8 security issued by an issuer organized under laws of the UCC)Untied States or any State thereof, such Pledgor Guarantor will use its commercially reasonable efforts to cause the issuer thereof either (i) to register the Agent as the registered owner of such security or (ii) to agree in an authenticated record substantially in the form of Exhibit B with such Pledgor Guarantor and the Collateral Trustee Agent that such issuer will comply with instructions with respect to such security originated by the Collateral Trustee Agent without further consent of such PledgorGuarantor (and, for the avoidance of doubt, such issuer will not comply with any such instructions originated by such Guarantor only upon the occurrence and during the continuance of an Event of Default), such authenticated record to be in form and substance reasonably satisfactory to the Agent. If any Security Collateral is not a security pursuant to Section 8-103 of the UCC, no Guarantor shall take any action that, under such Section, converts such Security Collateral into a security without causing the issuer and thereof to issue to it certificates or instruments evidencing such Security Collateral, which it shall deliver to the Collateral TrusteeAgent as provided in this Section 5.03.
(c) With respect to any Pledged Equity Security Collateral in which any Pledgor Guarantor has any right, title or interest and that is not a security (within the meanings of Article 8 and Article 9 pursuant to Section 8-103 of the UCC), upon the request of the Agent upon the occurrence and during the continuance of an Event of Default, such Pledgor Guarantor will notify each such the issuer of Pledged Equity such Security Collateral that such Pledged Equity Security Collateral is subject to the security interest granted hereunder.
(d) With respect to any Pledged Debt in which any Pledgor has any right, title or interest, the Pledgor will notify each such issuer of Pledged Debt that such Pledged Debt is subject to the security interest granted hereunder.
(e) If, at any time, an issuer converts any Pledged Equity into a “security” within the meaning of Articles 8 and 9 of the UCC, the relevant Pledgor will either (i) use its commercially reasonable efforts to cause the issuer of such Pledged Equity to issue certificates or instruments evidencing or representing the Pledged Equity and deliver the originals of such certificates or instruments promptly to the Collateral Trustee (or as directed by the Collateral Trustee), and, if it or any Person other than the relevant Pledgor, receives any such certificates or instruments, shall promptly deliver or cause to be delivered to the Collateral Trustee, the originals of such certificates or instruments or (ii) if the security is an uncertificated security (within the meaning of Article 8 of the UCC), use its commercially reasonable efforts to cause the issuer of such Pledged Equity to enter into an Uncertificated Securities Control Agreement pursuant to clause (b) above.
(f) At such time as any Pledgor has or acquires any Security Collateral in which such Pledgor has any right, title or interest and that is not a security (within the meaning of Article 8 of the UCC), such Pledgor agrees that the Collateral Trustee may file a financing statement in the relevant jurisdiction.
(g) No Pledgor shall take or omit to take any action which would or could reasonably be expected to have the result of materially adversely affecting or impairing the Liens in favor of the Collateral Trustee and the holders of Parity Lien Obligations with respect to the Collateral.
Appears in 1 contract
Samples: Security and Guarantee Agreement (International Lease Finance Corp)
Delivery and Control of Security Collateral. (a) Any With respect to any certificates or instruments representing or evidencing Security Collateral (other than instruments representing or evidencing Investments permitted by Section 7.02(b) of the Credit Agreement), to the extent that any relevant Grantor has Knowledge of the existence of such certificates and instruments, such certificates and instruments shall be delivered to and held by or on behalf of the Collateral Trustee Agent pursuant hereto to this Non-Shared Security Agreement and the Collateral Trust Agreement and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral TrusteeAgent. The After the occurrence and during the continuance of an Event of Default, the Collateral Trustee Agent shall have the right, at any time in its their discretion and without with notice to any Pledgorthe Borrower, to transfer to or to register in the name of the Collateral Trustee Agent or any of its nominees any or all of the certificates and instruments representing or evidencing the Security Collateral, if any, subject only to the revocable rights specified in Section 9(a13(a), provided, however, that the failure to deliver any such notice to the Borrower shall not affect the validity of such actions of the Collateral Agent. In addition, after the occurrence and during the continuance of an Event of Default, the Collateral Trustee Agent shall have the right at any time to exchange certificates or instruments representing or evidencing Security Collateral, if any, Collateral for certificates or instruments of smaller or larger denominations.
(b) At such time as any Pledgor has or acquires With respect to any Security Collateral in which such Pledgor any Grantor has any right, title or interest and that constitutes an “uncertificated security” (within , to the meaning of Article 8 extent that such Grantor has Knowledge of the UCC)existence of such uncertificated securities, such Pledgor Grantor will use its commercially reasonable efforts to cause the issuer thereof either (at such Grantor's election)
(i) to register the Collateral Agent as the registered owner of such security or (ii) to agree in an authenticated record substantially in the form of Exhibit B with such Pledgor Grantor and the Collateral Trustee Agent that such issuer will comply with instructions with respect to such security originated by the Collateral Trustee Agent without further consent of such PledgorGrantor, such authenticated record to be in form and substance reasonably satisfactory to the Collateral Agent provided, however, that the Collateral Agent agrees that it will not deliver any such instructions to such issuer except upon the occurrence and during the Collateral Trustee.
(c) continuance of an Event of Default. With respect to any Pledged Equity Security Collateral in which any Pledgor Grantor has any right, title or interest and that is not a security (within an uncertificated security, upon the meanings of Article 8 and Article 9 request of the UCC)Collateral Agent after the occurrence and during the continuance of an Event of Default, such Pledgor Grantor will notify each such issuer of Pledged Equity that such Pledged Equity is subject to the security interest granted hereunder.
(c) With respect to any Security Collateral in which any Grantor has any right, title or interest and that constitutes a security entitlement in which the Collateral Agent is not the entitlement holder, to the extent that such Grantor has Knowledge of the existence of such security entitlements, such Grantor will cause the securities intermediary with respect to such security entitlement either (at such Grantor's election)
(i) to identify in its records the Collateral Agent as the entitlement holder of such security entitlement against such securities intermediary or (ii) to agree in an authenticated record with such Grantor and the Collateral Agent that such securities intermediary will comply with entitlement orders (that is, notifications communicated to such securities intermediary directing transfer or redemption of the financial asset to which such Grantor has a security entitlement) originated by the Collateral Agent without further consent of such Grantor, such authenticated record to be in substantially the form of Exhibit C hereto or otherwise in form and substance reasonably satisfactory to the Collateral Agent (such agreement being a "Securities Account Control Agreement").
(d) With respect to any Pledged Debt Security Collateral in which any Pledgor Grantor has any right, title or interestinterest and that constitutes a commodity contract, to the extent that such Grantor has Knowledge of the existence of such commodity contracts, such Grantor shall cause the commodity intermediary with respect to such commodity contract to agree in an authenticated record with such Grantor and the Collateral Agent that such commodity intermediary will apply any value distributed on account of such commodity contract as directed by the Collateral Agent without further consent of such Grantor, such authenticated record to be in substantially the form of Exhibit D hereto or otherwise in form and substance reasonably satisfactory to the Collateral Agent (such agreement being a "Commodity Account Control Agreement", and all such authenticated records, together with all Securities Account Control Agreements being, collectively, "Security Control Agreements").
(e) No Grantor will change or add any securities intermediary or commodity intermediary that maintains any securities account or commodity account in which any of the Non-Shared Collateral is credited or carried, or change or add any such securities account or commodity account, in each case without first complying with the above provisions of this Section 5 in order to perfect the security interest granted hereunder in such Non-Shared Collateral. For the avoidance of doubt, the Pledgor provisions of this Section 5(e) shall not apply to any securities account or commodity account that any Grantor manages or maintains on behalf of third parties, such as securities accounts and commodity accounts maintained or managed by any Grantor for a joint venture in which third parties participate.
(f) Upon the request of the Collateral Agent upon the occurrence and during the continuance of an Event of Default, such Grantor will notify each such issuer of Pledged Debt that such Pledged Debt is subject to the security interest granted hereunder.
(eg) If, at To the extent that any time, an issuer converts of the Non-Shared Collateral constituting money or any Pledged Equity into of the Account Collateral or any Security Collateral is subject to a “security” within the meaning of Articles 8 Permitted Lien and 9 such Permitted Lien has been perfected through control (as such term is used in Sections 9-104 and 9-106 of the UCC) or possession, the relevant Pledgor will either (i) use its commercially reasonable efforts to cause the issuer perfection through possession or control of such Pledged Equity to issue certificates or instruments evidencing or representing the Pledged Equity and deliver the originals of such certificates or instruments promptly to the Collateral Trustee (or as directed by the Collateral Trustee), and, if it or any Person other than the relevant Pledgor, receives any such certificates or instruments, shall promptly deliver or cause to be delivered to the Collateral Trustee, the originals of such certificates or instruments or (ii) if the security is an uncertificated security (within the meaning of Article 8 of the UCC), use its commercially reasonable efforts to cause the issuer of such Pledged Equity to enter into an Uncertificated Securities Control Agreement pursuant to clause (b) aboveinterest created hereunder shall not be required.
(f) At such time as any Pledgor has or acquires any Security Collateral in which such Pledgor has any right, title or interest and that is not a security (within the meaning of Article 8 of the UCC), such Pledgor agrees that the Collateral Trustee may file a financing statement in the relevant jurisdiction.
(g) No Pledgor shall take or omit to take any action which would or could reasonably be expected to have the result of materially adversely affecting or impairing the Liens in favor of the Collateral Trustee and the holders of Parity Lien Obligations with respect to the Collateral.
Appears in 1 contract
Delivery and Control of Security Collateral. So long as any Advance or any other Obligation of any Loan Party under any Loan Document shall remain unpaid, any Letter of Credit shall be outstanding, any Secured Hedge Agreement or Operating Indebtedness Agreement shall be in effect or any Lender Party shall have any Commitment:
(a) Any All certificates or instruments representing or evidencing Security Collateral shall be delivered to and held by or on behalf of the Collateral Trustee Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral TrusteeAgent. The Collateral Trustee Agent shall have the right, right at any time in time, if it believes such is reasonably necessary or proper to better preserve and protect its discretion rights hereunder, and without with notice to any Pledgorthe respective Grantor, to transfer to or to register in the name of the Collateral Trustee Agent or any of its nominees any or all of the certificates and instruments representing or evidencing the Security Collateral, if any, subject only to the revocable rights specified in Section 9(a)11(a) hereof. In addition, the Collateral Trustee Agent shall have the right at any time to exchange certificates or instruments representing or evidencing Security Collateral, if any, Collateral for certificates or instruments of smaller or larger denominations.
(b) At such time as any Pledgor has or acquires With respect to any Security Collateral in which such Pledgor any Grantor has any right, title or interest and that constitutes an “uncertificated security” (within , such Grantor, at the meaning of Article 8 request from time to time of the UCC)Collateral Agent, such Pledgor will use its commercially reasonable efforts to cause the issuer thereof either (i) to register the Collateral Agent as the registered owner of such security or (ii) to agree in an authenticated record substantially in the form of Exhibit B with such Pledgor Grantor and the Collateral Trustee Agent that such issuer will comply with instructions with respect to such security originated by the Collateral Trustee Agent without further consent of such PledgorGrantor, such authenticated record to be in form and substance reasonably satisfactory to the Collateral Agent.
(c) With respect to any Security Collateral in which any Grantor has any right, title or interest and that constitutes a security entitlement in which the Collateral Agent is not the entitlement holder, such Grantor will cause the securities intermediary with respect to such security entitlement either (i) to identify in its records the Collateral Agent as the entitlement holder of such security entitlement against such securities intermediary or (ii) to agree in an authenticated record with such Grantor and the Collateral Agent that such securities intermediary will comply with entitlement orders (that is, notifications communicated to such securities intermediary directing transfer or redemption of the financial asset to which such Grantor has a security entitlement) originated by the Collateral Agent without further consent of such Grantor, such authenticated record to be in form and substance satisfactory to such issuer and the Collateral Trustee.
(c) With respect to any Pledged Equity in which any Pledgor has any right, title or interest and that is not a security (within the meanings of Article 8 and Article 9 of the UCC), such Pledgor will notify each such issuer of Pledged Equity that such Pledged Equity is subject to the security interest granted hereunderAgent.
(d) With respect to No Grantor will change or add any Pledged Debt securities intermediary that maintains any securities account in which any Pledgor has of the Security Collateral is credited or carried, or change or add any rightsuch securities account, title or interest, in each case without first complying with the Pledgor will notify each such issuer above provisions of Pledged Debt that such Pledged Debt is subject this Section 4 in order to perfect the security interest granted hereunder.
(e) If, at any time, an issuer converts any Pledged Equity into a “security” within the meaning of Articles 8 and 9 of the UCC, the relevant Pledgor will either (i) use its commercially reasonable efforts to cause the issuer of hereunder in such Pledged Equity to issue certificates or instruments evidencing or representing the Pledged Equity and deliver the originals of such certificates or instruments promptly to the Collateral Trustee (or as directed by the Collateral Trustee), and, if it or any Person other than the relevant Pledgor, receives any such certificates or instruments, shall promptly deliver or cause to be delivered to the Collateral Trustee, the originals of such certificates or instruments or (ii) if the security is an uncertificated security (within the meaning of Article 8 of the UCC), use its commercially reasonable efforts to cause the issuer of such Pledged Equity to enter into an Uncertificated Securities Control Agreement pursuant to clause (b) above.
(f) At such time as any Pledgor has or acquires any Security Collateral in which such Pledgor has any right, title or interest and that is not a security (within the meaning of Article 8 of the UCC), such Pledgor agrees that the Collateral Trustee may file a financing statement in the relevant jurisdiction.
(g) No Pledgor shall take or omit to take any action which would or could reasonably be expected to have the result of materially adversely affecting or impairing the Liens in favor of the Collateral Trustee and the holders of Parity Lien Obligations with respect to the Collateral.
Appears in 1 contract
Samples: Credit Agreement (Gap Inc)
Delivery and Control of Security Collateral. Subject to the Intercreditor Agreement:
(a) Any All certificates or instruments representing or evidencing Security Collateral (if certificated) shall be delivered to and held by or on behalf of the Collateral Trustee Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral TrusteeAgent; provided that no Grantor shall be required to deliver an instrument representing Pledged Debt if the principal amount of such Pledged Debt is less than $1,000,000. The Collateral Trustee shall have After the right, at any time in its discretion occurrence and without notice to any Pledgor, to transfer to or to register in during the name continuance of the Collateral Trustee or any an Event of its nominees any or all of the certificates and instruments representing or evidencing the Security Collateral, if any, subject only to the revocable rights specified in Section 9(a). In additionDefault, the Collateral Trustee Agent shall have the right at any time to exchange certificates or instruments representing or evidencing Security Collateral, if any, Collateral for certificates or instruments of smaller or larger denominations.
(b) At such time as any Pledgor has or acquires With respect to any Security Collateral in which such Pledgor has any right, title or interest and that constitutes an “uncertificated security” (within the meaning of security that is at any time subject to Article 8 of the UCC)UCC and is not held in a Securities Account, such Pledgor the relevant Grantor will use its commercially reasonable efforts cause, to cause the extent permitted by applicable law, each issuer thereof that is a Subsidiary of such Grantor to agree execute and deliver to the Collateral Agent an acknowledgment of the pledge of such Security Collateral in an authenticated record substantially in a form and substance that is reasonably satisfactory to the form of Exhibit B with such Pledgor Borrower and the Collateral Trustee that Agent (such issuer will comply with instructions with respect to such security originated by the Collateral Trustee without further consent of such Pledgor, such authenticated record to be in form and substance satisfactory to such issuer and the Collateral Trusteeagreement being an “Uncertificated Security Control Agreement”).
(c) With respect to (i) the Securities Accounts and (ii) any Pledged Equity in Security Collateral that constitutes a security entitlement as to which any Pledgor has any right, title or interest and that the financial institution acting as Collateral Agent hereunder is not the securities intermediary, the relevant Grantor will cause the securities intermediary with respect to each such account or security entitlement either (A) to identify in its records the Collateral Agent as the entitlement holder thereof or (B) to agree with such Grantor and the Collateral Agent that such securities intermediary will comply with entitlement orders originated by the Collateral Agent without further consent of such Grantor, such agreement to be in form and substance reasonably satisfactory to the Borrower and Collateral Agent (a security “Securities Account Control Agreement”); provided, however, that the Collateral Agent will (within i) not give any such orders except after the meanings occurrence and during the continuance of Article 8 an Event of Default and Article 9 (ii) upon cure (but not a partial cure) or waiver of any previously continuing Event of Default, the Collateral Agent shall take such action, at the expense of such Grantor, as shall be reasonably Xxxx — Revolving Facility Security Agreement
(d) Upon the request of the UCC)Collateral Agent following the occurrence and during the continuance of an Event of Default, such Pledgor each Grantor will notify each such issuer of Pledged Equity Securities Collateral (other than any other Loan Party) in which a security interest has been granted by it hereunder that such Pledged Equity Securities Collateral is subject to the security interest granted hereunder.
(d) With respect to any Pledged Debt in which any Pledgor has any right, title or interest, the Pledgor will notify each such issuer of Pledged Debt that such Pledged Debt is subject to the security interest granted hereunder.
. (e) IfNotwithstanding anything contained in this Section 4, at any time, an issuer converts any Pledged Equity into a “security” within so long as the meaning of Articles 8 and 9 of the UCC, the relevant Pledgor will either Term Facility Collateral Agent (i) use its commercially reasonable efforts to cause the issuer of such Pledged Equity to issue certificates or instruments evidencing or representing the Pledged Equity and deliver the originals of such certificates or instruments promptly to the Collateral Trustee (or as directed by the Collateral Trustee), and, if it or any Person other than the relevant Pledgor, receives any such certificates or instruments, shall promptly deliver or cause to be delivered to the Collateral Trustee, the originals of such certificates or instruments or (ii) if the security is an uncertificated security (within the meaning of Article 8 of the UCC), use its commercially reasonable efforts to cause the issuer of such Pledged Equity to enter into an Uncertificated Securities Control Agreement pursuant to clause (b) above.
(f) At such time as any Pledgor has or acquires any Security Collateral in which such Pledgor has any right, title or interest and that is not a security (within the meaning of Article 8 of the UCC), such Pledgor agrees that the Collateral Trustee may file a financing statement defined in the relevant jurisdiction.
(gIntercreditor Agreement) No Pledgor shall take or omit to take any action which would or could reasonably be expected to have the result of materially adversely affecting or impairing the Liens in favor is acting as bailee and as agent for perfection on behalf of the Collateral Trustee and the holders of Parity Lien Obligations with respect Agent pursuant to the Collateralterms of the Intercreditor Agreement, any obligation of any Grantor in this Agreement that requires delivery of Collateral to, or the possession of Collateral with, the Collateral Agent shall be deemed complied with and satisfied in the event that such delivery of Collateral has been made to, or such possession of Collateral is with, the Term Facility Collateral Agent (as defined in the Intercreditor Agreement).
Appears in 1 contract
Delivery and Control of Security Collateral. (a) Any All certificates or instruments representing or evidencing Security Collateral shall be delivered to and held by or on behalf of the Collateral Trustee Agent pursuant hereto (unless delivered to and held by the First Lien Collateral Agent pursuant to the First Lien Loan Documents) and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral TrusteeAgent. The If an Event of Default shall have occurred and be continuing, the Collateral Trustee Agent shall have the right, right (i) at any time to exchange certificates or instruments representing or evidencing Security Collateral for certificates or instruments of smaller or larger denominations and (ii) at any time in its discretion and without notice to any PledgorGrantor, to transfer to or to register in the name of the Collateral Trustee Agent or any of its nominees any or all of the certificates and instruments representing or evidencing the Security Collateral, if any, subject only to the revocable rights specified in Section 9(a14(a). In addition, the Collateral Trustee shall have the right at any time to exchange certificates or instruments representing or evidencing Security Collateral, if any, for certificates or instruments of smaller or larger denominations.
(b) At such time as any Pledgor has or acquires With respect to any Security Collateral in which such Pledgor any Grantor has any right, title or interest and that constitutes an “uncertificated security” (within the meaning of Article 8 of the UCC), such Pledgor Grantor will cause any issuer thereof that is a Loan Party or a Subsidiary of a Loan Party, and will use its commercially reasonable efforts to cause the issuer thereof if such issuer is not a Loan Party or a Subsidiary of a Loan Party, either (i) to register the Collateral Agent as the registered owner of such security (unless the First Lien Collateral Agent is already so registered) or (ii) to agree in an authenticated record substantially in the form of Exhibit B with such Pledgor Grantor and the Collateral Trustee Agent that such issuer will comply with instructions with respect to such security originated by the Collateral Trustee Agent without further consent of such PledgorGrantor, such authenticated record to be in form and substance satisfactory to such issuer and the Collateral Trustee.
(c) Agent. With respect to any Pledged Equity Security Collateral in which any Pledgor Grantor has any right, title or interest and that is not a security (within an uncertificated security, upon the meanings of Article 8 and Article 9 request of the UCC)Collateral Agent upon the occurrence and during the continuance of an Event of Default, such Pledgor Grantor will notify each such issuer of Pledged Equity Interests pledged by such Grantor that such Pledged Equity Interests is subject to the security interest granted hereunder.
(dc) With respect to any Pledged Debt Security Collateral in which any Pledgor Grantor has any right, title or interestinterest and that constitutes a security entitlement in which the Collateral Agent is not the entitlement holder, such Grantor will cause the Pledgor securities intermediary with respect to such security entitlement either (i) to identify in its records the Collateral Agent as the entitlement holder of such security entitlement against such securities intermediary (unless the First Lien Collateral Agent is already so identified) or (ii) no later than 60 days after the date hereof (or such later date as may be specified by the Collateral Agent in its sole discretion), to agree in an authenticated record with such Grantor and the Collateral Agent that such securities intermediary will comply with entitlement orders (that is, notifications communicated to such securities intermediary directing transfer or redemption of the financial asset to which such Grantor has a security entitlement) originated by the Collateral Agent without further consent of such Grantor, such authenticated record to be in substantially the form of Exhibit B hereto or otherwise in form and substance reasonably satisfactory to the Collateral Agent.
(d) No Grantor will change or add any securities intermediary that maintains any securities account in which any of the Collateral is credited or carried, or change or add any such securities account, without first complying with the above provisions of this Section 4 in order to perfect the security interest granted hereunder in such Collateral.
(e) Upon the request of the Collateral Agent upon the occurrence and during the continuance of an Event of Default, such Grantor will notify each such issuer of Pledged Debt that such Pledged Debt pledged by such Grantor is subject to the security interest granted hereunder.
(e) If, at any time, an issuer converts any Pledged Equity into a “security” within the meaning of Articles 8 and 9 of the UCC, the relevant Pledgor will either (i) use its commercially reasonable efforts to cause the issuer of such Pledged Equity to issue certificates or instruments evidencing or representing the Pledged Equity and deliver the originals of such certificates or instruments promptly to the Collateral Trustee (or as directed by the Collateral Trustee), and, if it or any Person other than the relevant Pledgor, receives any such certificates or instruments, shall promptly deliver or cause to be delivered to the Collateral Trustee, the originals of such certificates or instruments or (ii) if the security is an uncertificated security (within the meaning of Article 8 of the UCC), use its commercially reasonable efforts to cause the issuer of such Pledged Equity to enter into an Uncertificated Securities Control Agreement pursuant to clause (b) above.
(f) At such time as any Pledgor has or acquires any Security Collateral in which such Pledgor has any right, title or interest and that is not a security (within the meaning of Article 8 of the UCC), such Pledgor agrees that the Collateral Trustee may file a financing statement in the relevant jurisdiction.
(g) No Pledgor shall take or omit to take any action which would or could reasonably be expected to have the result of materially adversely affecting or impairing the Liens in favor of the Collateral Trustee and the holders of Parity Lien Obligations with respect to the Collateral.
Appears in 1 contract
Samples: Second Lien Security Agreement (Terremark Worldwide Inc)
Delivery and Control of Security Collateral. Subject to the rights of the Term Collateral Agent under the Term Security Agreement and the General Intercreditor Agreement:
(a) Any all certificates or instruments representing or evidencing Security Collateral shall be delivered to and held by or on behalf of the Collateral Trustee Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral TrusteeAgent. The Collateral Trustee shall have the right, at any time in its discretion and without notice to any Pledgor, to transfer to or to register in the name of the Collateral Trustee or any of its nominees any or all of the certificates and instruments representing or evidencing the Security Collateral, if any, subject only to the revocable rights specified in Section 9(a). In addition, the Collateral Trustee Agent shall have the right at any time to exchange certificates or instruments representing or evidencing Security Collateral, if any, Collateral for certificates or instruments of smaller or larger denominations.
(b) At such time as any Pledgor has or acquires with respect to any Security Collateral in which such Pledgor has any right, title or interest and that constitutes an “uncertificated security” (within , if requested by the meaning of Article 8 of Collateral Agent, the UCC), such Pledgor relevant Grantor will use its commercially reasonable efforts to cause the issuer thereof either (i) to register the Collateral Agent as the registered owner of such security or (ii) to agree in an authenticated record substantially in the form of Exhibit B with such Pledgor Grantor and the Collateral Trustee Agent that such issuer will comply with instructions with respect to such security originated by the Collateral Trustee Agent without further consent of such PledgorGrantor, such authenticated record agreement to be in form and substance reasonably satisfactory to such issuer and the Collateral TrusteeAgent (such agreement being an “Uncertificated Security Control Agreement”).
(c) With with respect to the Securities Account, the Collateral Account and any Pledged Equity Security Collateral that constitutes a security entitlement as to which the financial institution acting as Collateral Agent hereunder is not the securities intermediary, if reasonably requested by the Collateral Agent, the relevant Grantor will cause the securities intermediary with respect to such Account or security entitlement either (i) to identify in which any Pledgor has any its records the Collateral Agent as the entitlement holder thereof or (ii) to agree with such Grantor and the Collateral Agent that such securities intermediary will comply with entitlement orders originated by the Collateral Agent without further consent of such Grantor, such agreement to be in form and substance reasonably satisfactory to the Collateral Agent (a “Securities Account Control Agreement” or “Securities/Deposit Account Control Agreement,” respectively).
(d) during the continuance of an Event of Default, the Collateral Agent shall have the right, title at any time and without notice to any Grantor, to transfer to or interest and that is not a security (within to register in the meanings of Article 8 and Article 9 name of the UCCCollateral Agent or any of its nominees any or all of the Security Collateral, subject only to the revocable rights specified in Section 12(a). In addition, such Pledgor during the continuance of an Event of Default, the Collateral Agent shall have the right at any time to convert Security Collateral consisting of financial assets credited to the Securities Account or the Collateral Account to Security Collateral consisting of financial assets held directly by the Collateral Agent, and to convert Security Collateral consisting of financial assets held directly by the Collateral Agent to Security Collateral consisting of financial assets credited to the Securities Account or the Collateral Account.
(e) upon the reasonable request of the Collateral Agent following the occurrence and during the continuance of an Event of Default, each Grantor will notify each such issuer of Pledged Equity Security Collateral granted by it hereunder that such Pledged Equity Security Collateral is subject to the security interest granted hereunder.
(d) With respect to any Pledged Debt in which any Pledgor has any right, title or interest, the Pledgor will notify each such issuer of Pledged Debt that such Pledged Debt is subject to the security interest granted hereunder.
(e) If, at any time, an issuer converts any Pledged Equity into a “security” within the meaning of Articles 8 and 9 of the UCC, the relevant Pledgor will either (i) use its commercially reasonable efforts to cause the issuer of such Pledged Equity to issue certificates or instruments evidencing or representing the Pledged Equity and deliver the originals of such certificates or instruments promptly to the Collateral Trustee (or as directed by the Collateral Trustee), and, if it or any Person other than the relevant Pledgor, receives any such certificates or instruments, shall promptly deliver or cause to be delivered to the Collateral Trustee, the originals of such certificates or instruments or (ii) if the security is an uncertificated security (within the meaning of Article 8 of the UCC), use its commercially reasonable efforts to cause the issuer of such Pledged Equity to enter into an Uncertificated Securities Control Agreement pursuant to clause (b) above.
(f) At such time as any Pledgor has or acquires any Security Collateral in which such Pledgor has any right, title or interest and that is not a security (within the meaning of Article 8 of the UCC), such Pledgor agrees that the Collateral Trustee may file a financing statement in the relevant jurisdiction.
(g) No Pledgor shall take or omit to take any action which would or could reasonably be expected to have the result of materially adversely affecting or impairing the Liens in favor of the Collateral Trustee and the holders of Parity Lien Obligations with respect to the Collateral.
Appears in 1 contract
Samples: Security Agreement (Building Materials Manufacturing Corp)
Delivery and Control of Security Collateral. (a) Any All certificates or instruments representing or evidencing Security Collateral shall be delivered to and held by or on behalf of the First Lien Collateral Trustee Agent pursuant hereto and the Third Lien Intercreditor and Subordination Agreement and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the First Lien Collateral TrusteeAgent. The First Lien Collateral Trustee Agent shall have the right, at any time in its discretion and without notice to any PledgorGrantor, to transfer to or to register in the name of the First Lien Collateral Trustee Agent or any of its nominees any or all of the certificates and instruments representing or evidencing the Security Collateral, if any, subject only to the revocable rights specified in Section 9(a14(a). In addition, the First Lien Collateral Trustee Agent shall have the right at any time to exchange certificates or instruments representing or evidencing Security Collateral, if any, Collateral for certificates or instruments of smaller or larger denominations. Also, the First Lien Collateral Agent shall have the right at any time to convert Security Collateral consisting of financial assets credited to the securities account to Security Collateral consisting of financial assets held directly by the First Lien Collateral Agent, and to convert Security Collateral consisting of financial assets held directly by the First Lien Collateral Agent to Security Collateral consisting of financial assets credited to the securities account.
(b) At such time as any Pledgor has or acquires With respect to any Security Collateral in which such Pledgor any Grantor has any right, title or interest and that constitutes an “uncertificated security” (within the meaning of Article 8 of the UCC), such Pledgor will use its commercially reasonable efforts to Grantor shall cause the issuer thereof either (i) to register the First Lien Collateral Agent as the registered owner of such security or (ii) to agree in an authenticated record substantially in the form of Exhibit B writing with such Pledgor Grantor and the First Lien Collateral Trustee Agent that such issuer will shall comply with instructions with respect to such security originated by the First Lien Collateral Trustee Agent without further consent of such PledgorGrantor, such authenticated record agreement to be in form and substance satisfactory to such issuer and the First Lien Collateral TrusteeAgent.
(c) With respect to any Pledged Equity Security Collateral in which any Pledgor Grantor has any right, title or interest and that is not constitutes a security entitlement, such Grantor shall cause the securities intermediary with respect to such security entitlement either (within i) to identify in its records the meanings First Lien Collateral Agent as the entitlement holder of Article 8 such security entitlement against such securities intermediary or (ii) to agree in writing with such Grantor and Article 9 the First Lien Collateral Agent that such securities intermediary shall comply with entitlement orders (that is, notifications communicated to such securities intermediary directing transfer or redemption of the UCC)financial asset to which such Grantor has a security entitlement) originated by the First Lien Collateral Agent without further consent of such Grantor, such Pledgor will notify each such issuer agreement to be substantially in the form of Pledged Equity that such Pledged Equity is subject Exhibit E attached hereto or otherwise in form and substance satisfactory to the security interest granted hereunderCollateral Agent (such agreement being a “Securities Account Control Agreement”).
(d) With respect to any Pledged Debt in which any Pledgor has any right, title or interest, the Pledgor will notify each such issuer of Pledged Debt that such Pledged Debt is subject to the security interest granted hereunder.
(e) If, at any time, an issuer converts any Pledged Equity into a “security” within the meaning of Articles 8 and 9 of the UCC, the relevant Pledgor will either (i) use its commercially reasonable efforts to cause the issuer of such Pledged Equity to issue certificates or instruments evidencing or representing the Pledged Equity and deliver the originals of such certificates or instruments promptly to the Collateral Trustee (or as directed by the Collateral Trustee), and, if it or any Person other than the relevant Pledgor, receives any such certificates or instruments, shall promptly deliver or cause to be delivered to the Collateral Trustee, the originals of such certificates or instruments or (ii) if the security is an uncertificated security (within the meaning of Article 8 of the UCC), use its commercially reasonable efforts to cause the issuer of such Pledged Equity to enter into an Uncertificated Securities Control Agreement pursuant to clause (b) above.
(f) At such time as any Pledgor has or acquires any Security Collateral in which such Pledgor any Grantor has any right, title or interest and that is not constitutes a security (within the meaning of Article 8 of the UCC)commodity contract, such Pledgor agrees Grantor shall cause the commodity intermediary with respect to such commodity contract to agree in writing with such Grantor and the First Lien Collateral Agent that such commodity intermediary shall apply any value distributed on account of such commodity contract as directed by the First Lien Collateral Trustee may file a financing statement Agent without further consent of such Grantor, such agreement to be in form and substance satisfactory to the relevant jurisdictionFirst Lien Collateral Agent (such agreement being a”Commodity Account Control Agreement,” and all such agreements together with all Securities Account Control Agreements, being collectively, the “Control Agreements”).
(ge) No Pledgor Grantor shall take change or omit to take add any action securities intermediary or commodity intermediary that maintains any securities account or commodity account in which would or could reasonably be expected to have the result of materially adversely affecting or impairing the Liens in favor any of the Collateral Trustee and is credited or carried, or change or add any such securities account or commodity account, in each case without first complying with the holders above provisions of Parity Lien Obligations with respect this Section 4 in order to perfect the security interest granted hereunder in such Collateral.
Appears in 1 contract
Delivery and Control of Security Collateral. Subject to the Intercreditor Agreement:
(a) Any All certificates or instruments representing or evidencing Security Collateral (if certificated) shall be delivered to and held by or on behalf of the Collateral Trustee Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral TrusteeAgent; provided that no Grantor shall be required to deliver an instrument representing Pledged Debt if the principal amount of such Pledged Debt is less than $1,000,000. The Collateral Trustee shall have After the right, at any time in its discretion occurrence and without notice to any Pledgor, to transfer to or to register in during the name continuance of the Collateral Trustee or any an Event of its nominees any or all of the certificates and instruments representing or evidencing the Security Collateral, if any, subject only to the revocable rights specified in Section 9(a). In additionDefault, the Collateral Trustee Agent shall have the right at any time to exchange certificates or instruments representing or evidencing Security Collateral, if any, Collateral for certificates or instruments of smaller or larger denominations.
(b) At such time as any Pledgor has or acquires With respect to any Security Collateral in which such Pledgor has any right, title or interest and that constitutes an “uncertificated security” (within the meaning of security that is at any time subject to Article 8 of the UCC)UCC and is not held in a Securities Account, such Pledgor the relevant Grantor will use its commercially reasonable efforts cause, to cause the extent permitted by applicable law, each issuer thereof that is a Subsidiary of such Grantor to agree execute and deliver to the Collateral Agent an acknowledgment of the pledge of such Security Collateral in an authenticated record substantially in a form and substance that is reasonably satisfactory to the form of Exhibit B with such Pledgor Borrower and the Collateral Trustee that Agent (such issuer will comply with instructions with respect to such security originated by the Collateral Trustee without further consent of such Pledgor, such authenticated record to be in form and substance satisfactory to such issuer and the Collateral Trusteeagreement being an “Uncertificated Security Control Agreement”).
(c) With respect to (i) the Securities Accounts and (ii) any Pledged Equity in Security Collateral that constitutes a security entitlement as to which any Pledgor has any right, title or interest and that the financial institution acting as Collateral Agent hereunder is not a the securities intermediary, the relevant Grantor will cause the securities intermediary with respect to each such account or security entitlement either (within A) to identify in its records the meanings Collateral Agent as the entitlement holder thereof or (B) to agree with such Grantor and the Collateral Agent that such securities intermediary will comply with entitlement orders originated by the Collateral Agent without further consent of Article 8 and Article 9 of the UCC)such Grantor, such Pledgor agreement to be in form and substance reasonably satisfactory to the Borrower and Collateral Agent (a “Securities Account Control Agreement”); provided, however, that the Collateral Agent will notify each (i) not give any such orders except after the occurrence and during the continuance of an Event of Default and (ii) upon cure (but not a partial cure) or waiver of any previously continuing Event of Default, the Collateral Agent shall take such action, at the expense of such Grantor, as shall be reasonably necessary to reconvey to such Grantor the right to give entitlement orders and instructions or directions to any issuer of Pledged Equity that such Pledged Equity is subject to the security interest granted hereunderuncertificated securities or securities intermediary.
(d) With respect to any Pledged Debt in which any Pledgor has any rightUpon the request of the Collateral Agent following the occurrence and during the continuance of an Event of Default, title or interest, the Pledgor each Grantor will notify each such issuer of Pledged Debt Securities Collateral (other than any other Loan Party) in which a security interest has been granted by it hereunder that such Pledged Debt Securities Collateral is subject to the security interest granted hereunder.
(e) IfNotwithstanding anything contained in this Section 4, at any time, an issuer converts any Pledged Equity into a “security” within so long as the meaning of Articles 8 and 9 of the UCC, the relevant Pledgor will either Term Facility Collateral Agent (i) use its commercially reasonable efforts to cause the issuer of such Pledged Equity to issue certificates or instruments evidencing or representing the Pledged Equity and deliver the originals of such certificates or instruments promptly to the Collateral Trustee (or as directed by the Collateral Trustee), and, if it or any Person other than the relevant Pledgor, receives any such certificates or instruments, shall promptly deliver or cause to be delivered to the Collateral Trustee, the originals of such certificates or instruments or (ii) if the security is an uncertificated security (within the meaning of Article 8 of the UCC), use its commercially reasonable efforts to cause the issuer of such Pledged Equity to enter into an Uncertificated Securities Control Agreement pursuant to clause (b) above.
(f) At such time as any Pledgor has or acquires any Security Collateral in which such Pledgor has any right, title or interest and that is not a security (within the meaning of Article 8 of the UCC), such Pledgor agrees that the Collateral Trustee may file a financing statement defined in the relevant jurisdiction.
(gIntercreditor Agreement) No Pledgor shall take or omit to take any action which would or could reasonably be expected to have the result of materially adversely affecting or impairing the Liens in favor is acting as bailee and as agent for perfection on behalf of the Collateral Trustee and the holders of Parity Lien Obligations with respect Agent pursuant to the Collateralterms of the Intercreditor Agreement, any obligation of any Grantor in this Agreement that requires delivery of Collateral to, or the possession of Collateral with, the Collateral Agent shall be deemed complied with and satisfied in the event that such delivery of Collateral has been made to, or such possession of Collateral is with, the Term Facility Collateral Agent (as defined in the Intercreditor Agreement).
Appears in 1 contract
Samples: Revolving Facility Security Agreement (Dana Holding Corp)
Delivery and Control of Security Collateral. (a) Any certificates All certificates, if any, representing or evidencing the Pledged Interests (other than Equity Interests of non-wholly owned Subsidiaries with a fair market value of less than $25,000,000) and all instruments representing or evidencing Security Collateral the Pledged Debt individually or in an aggregate principal amount together with all other such Pledged Debt in excess of $25,000,000 (other than any short-term intercompany current liabilities incurred in the ordinary course of business and consistent with past practice in connection with the cash management operations of the Borrower and its Restricted Subsidiaries) shall be promptly delivered to and held by or on behalf of the Collateral Trustee Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral TrusteeAgent. The During the continuation of an Event of Default, the Collateral Trustee Agent shall have the right, right at any time time, in its discretion and without notice to any PledgorGrantor, to (i) transfer to or to register in the name of the Collateral Trustee Agent or any of its nominees any or all of the certificates and instruments representing or evidencing the Security Collateral, if any, subject only to the revocable rights specified in Section 9(a10(a). In addition, the Collateral Trustee shall have the right at any time to (ii) exchange certificates or instruments representing or evidencing Security Collateral, if any, Collateral for certificates or instruments of smaller or larger denominationsdenominations and (iii) convert Security Collateral consisting of Financial Assets credited to any Securities Account to Security Collateral consisting of Financial Assets held directly by the Collateral Agent, and to convert Security Collateral consisting of Financial Assets held directly by the Collateral Agent to Security Collateral consisting of Financial Assets credited to any Securities Account.
(b) At such time as any Pledgor During the continuation of an Event of Default and after the Collateral Agent has or acquires given notice to the applicable Grantor of its intent to exercise remedies, with respect to any Security Collateral in which such Pledgor any Grantor has any right, title or interest and that constitutes (i) is not an “uncertificated security” (within , promptly upon the meaning of Article 8 request of the UCC)Collateral Agent, such Pledgor Grantor will use its commercially reasonable efforts notify each issuer of Pledged Interests that such Pledged Interests are subject to the security interests granted hereunder or (ii) is an uncertificated security, promptly upon the request of the Collateral Agent, such Grantor will cause the issuer thereof either (A) to (other than with respect to shares in Barbados Xxxxx) register the Collateral Agent as the registered owner of such security or (B) to agree in an authenticated record substantially in the form of Exhibit B with such Pledgor Grantor and the Collateral Trustee Agent that such issuer will comply with instructions with respect to such security originated by the Collateral Trustee Agent without further consent of such PledgorGrantor, such authenticated record to be in form and substance reasonably satisfactory to such issuer and the Collateral TrusteeAgent.
(c) With Each Grantor agrees that to the extent each interest in any limited liability company or limited partnership controlled now or in the future by such Grantor and pledged hereunder is a “security” within the meaning of Article 8 of the UCC and is governed by Article 8 of the UCC, (i) such interest shall be certificated and (ii) each such interest shall at all times hereafter continue to be such a security and represented by such certificate. Each Grantor further acknowledges and agrees that with respect to any Pledged Equity interest in which any Pledgor has any right, title limited liability company or interest limited partnership controlled now or in the future by such Grantor and pledged hereunder that is not a security (“security” within the meanings meaning of Article 8 and Article 9 of the UCC), such Pledgor will notify each Grantor shall at no time elect to treat any such issuer interest as a “security” within the meaning of Pledged Equity that Article 8 of the UCC, nor shall such Pledged Equity is subject interest be represented by a certificate, unless such Grantor provides written notification to the security Collateral Agent of such election and such interest granted hereunderis thereafter represented by a certificate that is promptly delivered to the Collateral Agent pursuant to the terms hereof.
(d) With respect During the continuation of an Event of Default and after the Collateral Agent has given notice to any Pledged Debt in which any Pledgor has any rightthe applicable Grantor of its intent to exercise remedies, title or interestpromptly upon the request of the Collateral Agent, the Pledgor such Grantor will notify each such issuer of Pledged Debt that such Pledged Debt is subject to the security interest interests granted hereunder.
(e) If, at any time, an issuer converts any Pledged Equity into a “security” within the meaning of Articles 8 and 9 of the UCC, the relevant Pledgor will either (i) use its commercially reasonable efforts to cause the issuer of such Pledged Equity to issue certificates or instruments evidencing or representing the Pledged Equity and deliver the originals of such certificates or instruments promptly to the Collateral Trustee (or as directed by the Collateral Trustee), and, if it or any Person other than the relevant Pledgor, receives any such certificates or instruments, shall promptly deliver or cause to be delivered to the Collateral Trustee, the originals of such certificates or instruments or (ii) if the security is an uncertificated security (within the meaning of Article 8 of the UCC), use its commercially reasonable efforts to cause the issuer of such Pledged Equity to enter into an Uncertificated Securities Control Agreement pursuant to clause (b) above.
(f) At such time as any Pledgor has or acquires any Security Collateral in which such Pledgor has any right, title or interest and that is not a security (within the meaning of Article 8 of the UCC), such Pledgor agrees that the Collateral Trustee may file a financing statement in the relevant jurisdiction.
(g) No Pledgor shall take or omit to take any action which would or could reasonably be expected to have the result of materially adversely affecting or impairing the Liens in favor of the Collateral Trustee and the holders of Parity Lien Obligations with respect to the Collateral.
Appears in 1 contract
Samples: Credit Agreement (PPD, Inc.)
Delivery and Control of Security Collateral. (a) Any With respect to any certificates or instruments representing or evidencing Security Collateral (other than instruments representing or evidencing Investments permitted by Section 7.02(b) of the Credit Agreement), to the extent that any relevant Grantor has Knowledge of the existence of such certificates and instruments, such certificates and instruments shall be delivered to and held by or on behalf of the Collateral Trustee Trustees pursuant hereto to this Security Agreement and the Collateral Trust Agreement and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral TrusteeTrustees. The After the occurrence and during the continuance of an Event of Default, the Collateral Trustee Trustees shall have the right, at any time in its their discretion and without with notice to any Pledgorthe Borrower, to transfer to or to register in the name of the Collateral Trustee Trustees or any of its their nominees any or all of the certificates and instruments representing or evidencing the Security Collateral, if anyprovided, subject only however, that the failure to deliver any such notice to the revocable rights specified in Section 9(a)Borrower shall not affect the validity of such actions of the Collateral Trustees. In addition, after the occurrence and during the continuance of an Event of Default, the Collateral Trustee Trustees shall have the right at any time to exchange certificates or instruments representing or evidencing Security Collateral, if any, Collateral for certificates or instruments of smaller or larger denominations.
(b) At such time as any Pledgor has or acquires With respect to any Security Collateral in which such Pledgor any Grantor has any right, title or interest and that constitutes an “uncertificated security” (within , to the meaning of Article 8 extent that such Grantor has Knowledge of the UCC)existence of such uncertificated securities, such Pledgor Grantor will use its commercially reasonable efforts to cause the issuer thereof either (at such Grantor’s election)
(i) to register the Collateral Trustees as the registered owners of such security or (ii) to agree in an authenticated record substantially in the form of Exhibit B with such Pledgor Grantor and the Collateral Trustee Trustees that such issuer will comply with instructions with respect to such security originated by the Collateral Trustee Trustees without further consent of such PledgorGrantor, such authenticated record to be in form and substance reasonably satisfactory to the Collateral Trustees; provided, however, that the Collateral Trustees agree that they will not deliver any such instructions to such issuer except upon the occurrence and during the Collateral Trustee.
(c) continuance of an Event of Default. With respect to any Pledged Equity Security Collateral in which any Pledgor Grantor has any right, title or interest and that is not a security (within an uncertificated security, upon the meanings of Article 8 and Article 9 request of the UCC)Collateral Trustees after the occurrence and during the continuance of an Event of Default, such Pledgor Grantor will notify each such issuer of Pledged Equity that such Pledged Equity is subject to the security interest granted hereunder.
(c) With respect to any Security Collateral in which any Grantor has any right, title or interest and that constitutes a security entitlement in which the Collateral Trustees are not the entitlement holder, to the extent that such Grantor has Knowledge of the existence of such security entitlements, such Grantor will cause the securities intermediary with respect to such security entitlement either (at such Grantor’s election) (i) to identify in its records the Collateral Trustees as the entitlement holders of such security entitlement against such securities intermediary or (ii) to agree in an authenticated record with such Grantor and the Collateral Trustees that such securities intermediary will comply with entitlement orders (that is, notifications communicated to such securities intermediary directing transfer or redemption of the financial asset to which such Grantor has a security entitlement) originated by the Collateral Trustees without further consent of such Grantor, such authenticated record to be in substantially the form of Exhibit C hereto or otherwise in form and substance reasonably satisfactory to the Collateral Trustees (such agreement being a “Securities Account Control Agreement”).
(d) With respect to any Pledged Debt Security Collateral in which any Pledgor Grantor has any right, title or interestinterest and that constitutes a commodity contract, to the extent that such Grantor has Knowledge of the existence of such commodity contracts, such Grantor shall cause the commodity intermediary with respect to such commodity contract to agree in an authenticated record with such Grantor and the Collateral Trustees that such commodity intermediary will apply any value distributed on account of such commodity contract as directed by the Collateral Trustees without further consent of such Grantor, such authenticated record to be in substantially the form of Exhibit D hereto or otherwise in form and substance reasonably satisfactory to the Collateral Trustees (such agreement being a “Commodity Account Control Agreement”, and all such authenticated records, together with all Securities Account Control Agreements being, collectively, “Security Control Agreements”).
(e) No Grantor will change or add any securities intermediary or commodity intermediary that maintains any securities account or commodity account in which any of the Collateral is credited or carried, or change or add any such securities account or commodity account, in each case without first complying with the above provisions of this Section 5 in order to perfect the security interest granted hereunder in such Collateral. For the avoidance of doubt, the Pledgor provisions of this Section 5(e) shall not apply to any securities account or commodity account that any Grantor manages or maintains on behalf of third parties, such as securities accounts and commodity accounts maintained or managed by any Grantor for a joint venture in which third parties participate.
(f) Upon the request of the Collateral Trustees upon the occurrence and during the continuance of an Event of Default, such Grantor will notify each such issuer of Pledged Debt that such Pledged Debt is subject to the security interest granted hereunder.
(eg) If, at To the extent that any time, an issuer converts of the Collateral constituting money or any Pledged Equity into of the Account Collateral or any Security Collateral is subject to a “security” within the meaning of Articles 8 Permitted Lien and 9 such Permitted Lien has been perfected through control (as such term is used in Sections 9-104 and 9-106 of the UCC) or possession, the relevant Pledgor will either (i) use its commercially reasonable efforts to cause the issuer perfection through possession or control of such Pledged Equity to issue certificates or instruments evidencing or representing the Pledged Equity and deliver the originals of such certificates or instruments promptly to the Collateral Trustee (or as directed by the Collateral Trustee), and, if it or any Person other than the relevant Pledgor, receives any such certificates or instruments, shall promptly deliver or cause to be delivered to the Collateral Trustee, the originals of such certificates or instruments or (ii) if the security is an uncertificated security (within the meaning of Article 8 of the UCC), use its commercially reasonable efforts to cause the issuer of such Pledged Equity to enter into an Uncertificated Securities Control Agreement pursuant to clause (b) aboveinterest created hereunder shall not be required.
(f) At such time as any Pledgor has or acquires any Security Collateral in which such Pledgor has any right, title or interest and that is not a security (within the meaning of Article 8 of the UCC), such Pledgor agrees that the Collateral Trustee may file a financing statement in the relevant jurisdiction.
(g) No Pledgor shall take or omit to take any action which would or could reasonably be expected to have the result of materially adversely affecting or impairing the Liens in favor of the Collateral Trustee and the holders of Parity Lien Obligations with respect to the Collateral.
Appears in 1 contract
Samples: Security Agreement (Dynegy Inc /Il/)
Delivery and Control of Security Collateral. (ai) Any All certificates representing or evidencing the Pledged Equity and (ii) all instruments representing or evidencing Security Collateral the Pledged Debt (excluding, unless an Event of Default has occurred and is continuing, Pledged Debt in an aggregate principal amount not in excess of $2,500,000), shall be delivered to and held by or on behalf of the Collateral Trustee Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Collateral TrusteeAgent; provided that, unless an Event of Default shall have occurred and be continuing, with respect to intercompany indebtedness to the extent evidenced by the Intercompany Note, the Grantors shall only be required to deliver possession of the Intercompany Note with respect to such indebtedness. The During the continuation of an Event of Default, the Collateral Trustee Agent shall have the right, at any time in its discretion and without notice to any PledgorGrantor, to (i) transfer to or to register in the name of the Collateral Trustee Agent or any of its nominees any or all of the certificates and instruments representing or evidencing the Security Collateral, if any, subject only to the revocable rights specified in Section 9(a11(a). In addition, the Collateral Trustee shall have the right at any time to (ii) exchange certificates or instruments representing or evidencing Security Collateral, if any, Collateral for certificates or instruments of smaller or larger denominations, and (iii) convert Security Collateral consisting of financial assets credited to any Securities Account to Security Collateral consisting of financial assets held directly by the Collateral Agent, and to convert Security Collateral consisting of financial assets held directly by the Collateral Agent to Security Collateral consisting of financial assets credited to any Securities Account.
(b) At such time as any Pledgor has or acquires With respect to any Security Collateral in which such Pledgor any Grantor has any right, title or interest and that constitutes an “uncertificated security” , such Grantor will promptly notify the Collateral Agent thereof and, (within i) if so requested by the meaning Collateral Agent with respect to any such Security Collateral (which request shall only be made with respect to Security Collateral as to which the actions described in this Section 4(b) have not been taken to the extent that the aggregate value thereof is in excess of Article 8 $1,000,000) or (ii) solely in the case of Security Collateral representing Equity Interests in a Subsidiary, upon the request of the UCC)Collateral Agent, such Pledgor will use its commercially reasonable efforts to cause the issuer thereof either (x) to register the Collateral Agent as the registered owner of such security or (y) to agree in an authenticated record substantially in the form of Exhibit B with such Pledgor Grantor and the Collateral Trustee Agent that such issuer will comply with instructions with respect to such security originated by the Collateral Trustee Agent without further consent of such PledgorGrantor, such authenticated record to be in form and substance satisfactory to such issuer and the Collateral Trustee.
(c) With Agent. During the continuation of an Event of Default, with respect to any Pledged Equity Security Collateral in which any Pledgor Grantor has any right, title or interest and that is not a security (within interest, promptly upon the meanings of Article 8 and Article 9 request of the UCC)Collateral Agent, such Pledgor Grantor will notify each such issuer of Pledged Equity Security Collateral that such Pledged Equity Security Collateral is subject to the security interest granted hereunder.
(dc) With respect to Except as otherwise set forth herein, if any Pledged Debt amount payable under or in which connection with any Pledgor has any right, title or interest, the Pledgor will notify each such issuer of Pledged Debt that such Pledged Debt is subject to the security interest granted hereunder.
(e) If, at any time, an issuer converts any Pledged Equity into a “security” within the meaning of Articles 8 and 9 of the UCCCollateral shall be or become evidenced by any Instrument, the relevant Pledgor will either (i) use its commercially reasonable efforts to cause the issuer of certificated security or Chattel Paper, such Pledged Equity to issue certificates Instrument, certificated security or instruments evidencing or representing the Pledged Equity and deliver the originals of such certificates or instruments Chattel Paper shall be promptly to the Collateral Trustee (or as directed by the Collateral Trustee), and, if it or any Person other than the relevant Pledgor, receives any such certificates or instruments, shall promptly deliver or cause to be delivered to the Collateral TrusteeAgent, duly endorsed in a manner satisfactory to the Collateral Agent, to be held as Collateral pursuant to this Agreement; provided that, unless an Event of Default has occurred and is continuing, the originals of such certificates or instruments or (ii) if Grantors shall not be required to deliver the security is an uncertificated security (within the meaning of Article 8 of the UCC), use its commercially reasonable efforts to cause the issuer of such Pledged Equity to enter into an Uncertificated Securities Control Agreement same pursuant to this clause (bc) above.
(f) At such time as any Pledgor has or acquires any Security Collateral in which such Pledgor has any right, title or interest and that is not a security (within to the meaning of Article 8 of the UCC), such Pledgor agrees extent that the Collateral Trustee may file a financing statement in the relevant jurisdiction.
(g) No Pledgor shall take or omit to take any action which would or could reasonably be expected to have the result of materially adversely affecting or impairing the Liens in favor aggregate value of the Collateral Trustee and the holders of Parity Lien Obligations with respect to the Collateralnot so delivered does not exceed $5,000,000.
Appears in 1 contract
Samples: Collateral Agreement (Nortek Inc)
Delivery and Control of Security Collateral. (a) Any All certificates or instruments representing or evidencing Security Collateral (except any certificate or instrument the principal amount evidenced thereby does not exceed $1,000,000 individually and $10,000,000 in the aggregate (for any and all certificates and instruments held by any and all US Grantors)) shall be delivered promptly to and held by or on behalf of the Collateral Trustee US Administrative Agent pursuant hereto (unless the Term Facility Agent is granted a prior security interest in such certificates and shall instruments and the same are required to be in suitable form for transfer by delivery, or delivered (and are so delivered) to the Term Facility Agent) and shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Collateral Trustee. The Collateral Trustee shall have the right, at any time in its discretion and without notice to any Pledgor, to transfer to or to register in the name of the Collateral Trustee or any of its nominees any or all of the certificates and instruments representing or evidencing the Security Collateral, if any, subject only to the revocable rights specified in Section 9(a). In addition, the Collateral Trustee US Administrative Agent shall have the right at any time to exchange certificates or instruments representing or evidencing Security Collateral, if any, Collateral for certificates or instruments of smaller or larger denominationsdenominations to the extent the relevant US Grantor can obtain such certificates with the exercise of commercially reasonable efforts.
(b) At From and after the date falling 60 days after the date hereof (or such time later date as the US Administrative Agent may reasonably determine), with respect to any Pledgor has or acquires Securities Account (other than any Excluded Account (as defined below)) and any Security Collateral in which such Pledgor has any right, title or interest and that constitutes an “uncertificated security” (within a security entitlement as to which the meaning of Article 8 of financial institution acting as US Administrative Agent hereunder is not the UCC)securities intermediary, such Pledgor the relevant US Grantor will use its commercially reasonable efforts to cause the issuer thereof to agree in an authenticated record substantially in the form of Exhibit B with such Pledgor and the Collateral Trustee that such issuer will comply with instructions securities intermediary with respect to such Securities Account or security originated by entitlement either (i) to identify in its records the Collateral Trustee without further consent of US Administrative Agent as the entitlement holder thereof (unless the Term Facility Agent is granted a prior security interest in such Pledgorsecurity entitlement and such US Grantor is required to cause (and has so caused) such securities intermediary to identify in its records the Term Facility Agent as the entitlement holder thereof) or (ii) to execute and deliver to the US Administrative Agent a control agreement, such authenticated record agreement to be in form and substance reasonably satisfactory to such issuer and the Collateral TrusteeUS Administrative Agent (a “Securities Account Control Agreement”).
(c) With respect Subject to the Intercreditor Agreement, the US Administrative Agent shall have the right, at any time after the occurrence and during the continuance of an Event of Default, (i) in its discretion and without notice to any Pledged Equity US Grantor, to transfer to or to register in which any Pledgor has any right, title or interest and that is not a security (within the meanings of Article 8 and Article 9 name of the UCC)US Administrative Agent or any of its nominees any or all of the Security Collateral, such Pledgor subject only to the revocable rights specified in Section 14(a) and (ii) to convert Security Collateral consisting of financial assets credited to any Securities Account to Security Collateral consisting of financial assets held directly by the US Administrative Agent, and to convert Security Collateral consisting of financial assets held directly by the US Administrative Agent to Security Collateral consisting of financial assets credited to any Securities Account.
(d) Upon the request of the US Administrative Agent following the occurrence and during the continuance of an Event of Default, each US Grantor will notify each such issuer of Pledged Equity Security Collateral granted by it hereunder that such Pledged Equity Security Collateral is subject to the security interest granted hereunder.
(d) With respect to any Pledged Debt in which any Pledgor has any right, title or interest, the Pledgor will notify each such issuer of Pledged Debt that such Pledged Debt is subject to the security interest granted hereunder.
(e) If, at any time, an issuer converts any Pledged Equity into a “security” within the meaning of Articles 8 and 9 of the UCC, the relevant Pledgor will either (i) use its commercially reasonable efforts to cause the issuer of such Pledged Equity to issue certificates or instruments evidencing or representing the Pledged Equity and deliver the originals of such certificates or instruments promptly to the Collateral Trustee (or as directed by the Collateral Trustee), and, if it or any Person other than the relevant Pledgor, receives any such certificates or instruments, shall promptly deliver or cause to be delivered to the Collateral Trustee, the originals of such certificates or instruments or (ii) if the security is an uncertificated security (within the meaning of Article 8 of the UCC), use its commercially reasonable efforts to cause the issuer of such Pledged Equity to enter into an Uncertificated Securities Control Agreement pursuant to clause (b) above.
(f) At such time as any Pledgor has or acquires any Security Collateral in which such Pledgor has any right, title or interest and that is not a security (within the meaning of Article 8 of the UCC), such Pledgor agrees that the Collateral Trustee may file a financing statement in the relevant jurisdiction.
(g) No Pledgor shall take or omit to take any action which would or could reasonably be expected to have the result of materially adversely affecting or impairing the Liens in favor of the Collateral Trustee and the holders of Parity Lien Obligations with respect to the Collateral.
Appears in 1 contract
Samples: Security Agreement (Chemtura CORP)
Delivery and Control of Security Collateral. (a) Any All certificates or instruments representing or evidencing Security Collateral shall be delivered to and held by or on behalf of the Collateral Trustee Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral TrusteeSecured Parties. The Collateral Trustee shall have the right, at any time in its discretion and without notice to any Pledgor, to transfer to or to register in the name of the Collateral Trustee or any of its nominees any or all of the certificates and instruments representing or evidencing the Security Collateral, if any, subject only to the revocable rights specified in Section 9(a). In addition, the Collateral Trustee Agent shall have the right at any time to exchange certificates or instruments representing or evidencing Security Collateral, if any, Collateral for certificates or instruments of smaller or larger denominations.
(b) At such time as any Pledgor has or acquires With respect to any Security Collateral in which such Pledgor has any right, title or interest and that constitutes an “uncertificated security” (within , the meaning of Article 8 of the UCC), such Pledgor Grantor will use its commercially reasonable efforts to cause the issuer thereof either (i) to register the Collateral Agent as the registered owner of such security or (ii) to agree in an authenticated record substantially in the form of Exhibit B with such Pledgor Grantor and the Collateral Trustee Agent that such issuer will comply with instructions with respect to such security originated by the Collateral Trustee Agent without further consent of such PledgorGrantor, such authenticated record agreement to be in form and substance reasonably satisfactory to the Secured Parties (such issuer and the Collateral Trusteeagreement being an “Uncertificated Security Control Agreement”).
(c) With respect to any Pledged Equity Security Collateral that constitutes a security entitlement as to which the financial institution acting as Collateral Agent hereunder is not the securities intermediary, Grantor will cause the securities intermediary with respect to such security entitlement either (i) to identify in which any Pledgor has any its records the Collateral Agent as the entitlement holder thereof or (ii) to agree with Grantor and the Collateral Agent that such securities intermediary will comply with entitlement orders originated by the Collateral Agent without further consent of Grantor, such agreement to be in form and substance reasonably satisfactory to the Secured Parties (a “Securities Account Control Agreement”).
(d) The Collateral Agent shall have the right, title at any time and without notice to any Grantor, to endorse, assign or interest and that is not a security (within otherwise transfer to or to register in the meanings of Article 8 and Article 9 name of the UCCCollateral Agent or any of its nominees or endorse for negotiation any or all of the Security Collateral, without any indication that such Security Collateral is subject to the security interest hereunder, subject only to the revocable rights specified in Section 18(a).
(e) Upon the request of the Collateral Agent, such Pledgor Grantor will notify each such issuer of Pledged Equity Security Collateral granted by it hereunder that such Pledged Equity Security Collateral is subject to the security interest granted hereunder.
(d) With respect to any Pledged Debt in which any Pledgor has any right, title or interest, the Pledgor will notify each such issuer of Pledged Debt that such Pledged Debt is subject to the security interest granted hereunder.
(e) If, at any time, an issuer converts any Pledged Equity into a “security” within the meaning of Articles 8 and 9 of the UCC, the relevant Pledgor will either (i) use its commercially reasonable efforts to cause the issuer of such Pledged Equity to issue certificates or instruments evidencing or representing the Pledged Equity and deliver the originals of such certificates or instruments promptly to the Collateral Trustee (or as directed by the Collateral Trustee), and, if it or any Person other than the relevant Pledgor, receives any such certificates or instruments, shall promptly deliver or cause to be delivered to the Collateral Trustee, the originals of such certificates or instruments or (ii) if the security is an uncertificated security (within the meaning of Article 8 of the UCC), use its commercially reasonable efforts to cause the issuer of such Pledged Equity to enter into an Uncertificated Securities Control Agreement pursuant to clause (b) above.
(f) At such time as any Pledgor has or acquires any Security Collateral in which such Pledgor has any right, title or interest and that is not a security (within the meaning of Article 8 of the UCC), such Pledgor agrees that the Collateral Trustee may file a financing statement in the relevant jurisdiction.
(g) No Pledgor shall take or omit to take any action which would or could reasonably be expected to have the result of materially adversely affecting or impairing the Liens in favor of the Collateral Trustee and the holders of Parity Lien Obligations with respect to the Collateral.
Appears in 1 contract
Samples: Guaranty and Security Agreement (Applied Dna Sciences Inc)
Delivery and Control of Security Collateral. (a) Any All certificates or instruments representing or evidencing Security Collateral Pledged Equity or Pledged Debt shall be promptly delivered (provided, that in the case of any such certificates or instruments owned by the Grantors as of the Effective Date, such certificates or instruments shall be delivered within 30 days following the Closing Date (except as otherwise specified on Schedule 5.01(m) of the Credit Agreement) or in each case prior to such later date as the Agent shall agree in its discretion) following the date of this Agreement, without further order from the Bankruptcy Court, to and held by or on behalf of the Collateral Trustee Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral Trustee. The Collateral Trustee shall Agent except to the extent that such transfer or assignment is (x) prohibited by applicable law, including the Bankruptcy Code or any Order of the Bankruptcy Court entered in connection with the Cases or (y) subject to certain corporate actions by the holders or issuers of non-US Initial Pledged Equity TOCa which have not occurred as of the rightEffective Date and governmental approvals or consents to pledge or transfer with respect to the issuers of non-US Pledged Equity which have not yet been obtained as to which Grantor shall, at any time to the extent permitted by and in its discretion accordance with the Interim Order (and when applicable, the Final Order) and without further notice from the Bankruptcy Court, use commercially reasonable efforts to any Pledgor, to transfer to or to register in complete as soon as practicable after the name of the Collateral Trustee or any of its nominees any or all of the certificates and instruments representing or evidencing the Security Collateral, if any, subject only to the revocable rights specified in Section 9(a). In addition, the Collateral Trustee shall have the right at any time to exchange certificates or instruments representing or evidencing Security Collateral, if any, for certificates or instruments of smaller or larger denominationsdate hereof.
(b) At such time as any Pledgor has or acquires With respect to any Security Collateral representing interests in Subsidiaries in which such Pledgor any Grantor has any right, title or interest and that constitutes an “uncertificated security” (within the meaning of Article 8 of the UCC), such Pledgor will Grantor will, to the extent permitted by and in accordance with the Interim Order (and when applicable, the Final Order) and without further order from the Bankruptcy Court, use its commercially reasonable efforts to cause the issuer thereof to agree in an authenticated record substantially in the form of Exhibit B with such Pledgor Grantor and the Collateral Trustee Agent that, upon notice from the Agent that an Event of Default has occurred and is continuing, such issuer will comply with instructions with respect to such security originated by the Collateral Trustee Agent without further consent of such PledgorGrantor, such authenticated record to be in form and substance reasonably satisfactory to such the Agent. Upon the request of the Agent upon the occurrence and during the continuance of an Event of Default, each Grantor will notify each issuer and the of other Security Collateral Trusteeas provided in Section 4(e) below.
(c) With respect to any Pledged Equity in securities or commodity account, any Security Collateral that constitutes a security entitlement as to which any Pledgor has any right, title or interest and that the financial institution acting as Agent hereunder is not a security (within the meanings of Article 8 and Article 9 securities intermediary, upon the request of the UCCAgent upon the occurrence and during the continuance of an Event of Default the relevant Grantor will, to the extent permitted by and in accordance with the Interim Order (and when applicable, the Final Order) and without further order from the Bankruptcy Court, use its commercially reasonable efforts to cause the securities intermediary with respect to such security or commodity account or security entitlement to identify in its records the Agent as the entitlement holder thereof.
(d) Upon the request of the Agent upon the occurrence and during the continuance of an Event of Default, each Grantor shall, to the extent permitted by and in accordance with the Interim Order (and when applicable, the Final Order) and without further order from the Bankruptcy Court, cause the Security Collateral to be registered in the name of the Agent or such of its nominees as the Agent shall direct, subject only to the revocable rights specified in Section 12(a). In addition, such Pledgor will the Agent shall, to the extent permitted by and in accordance with the Interim Order (and when applicable, the Final Order) and without further order from the Bankruptcy Court, have the right upon the occurrence and during the continuance of an Event of Default to convert Security Collateral consisting of financial assets credited to any securities account or the L/C Cash Deposit Account to Security Collateral consisting of financial assets held directly by the Agent, and to convert Security Collateral consisting of financial assets held directly by the Agent to Security Collateral consisting of financial assets credited to any securities or commodity account or the L/C Cash Deposit Account.
(e) Upon the request of the Agent upon the occurrence and during the continuance of an Event of Default, each Grantor will, to the extent permitted by and in accordance with the Interim Order (and when applicable, the Final Order) and without further order from the Bankruptcy Court, notify each such issuer of Pledged Equity Security Collateral granted by it hereunder that such Pledged Equity Security Collateral is subject to the security interest granted hereunder.
(d) With respect to any Pledged Debt in which any Pledgor has any right, title or interest, the Pledgor will notify each such issuer of Pledged Debt that such Pledged Debt is subject to the security interest granted hereunder.
(e) If, at any time, an issuer converts any Pledged Equity into a “security” within the meaning of Articles 8 and 9 of the UCC, the relevant Pledgor will either (i) use its commercially reasonable efforts to cause the issuer of such Pledged Equity to issue certificates or instruments evidencing or representing the Pledged Equity and deliver the originals of such certificates or instruments promptly to the Collateral Trustee (or as directed by the Collateral Trustee), and, if it or any Person other than the relevant Pledgor, receives any such certificates or instruments, shall promptly deliver or cause to be delivered to the Collateral Trustee, the originals of such certificates or instruments or (ii) if the security is an uncertificated security (within the meaning of Article 8 of the UCC), use its commercially reasonable efforts to cause the issuer of such Pledged Equity to enter into an Uncertificated Securities Control Agreement pursuant to clause (b) above.
(f) At such time as any Pledgor has or acquires any Security Collateral in which such Pledgor has any right, title or interest and that is not a security (within the meaning of Article 8 of the UCC), such Pledgor agrees that the Collateral Trustee may file a financing statement in the relevant jurisdiction.
(g) No Pledgor shall take or omit to take any action which would or could reasonably be expected to have the result of materially adversely affecting or impairing the Liens in favor of the Collateral Trustee and the holders of Parity Lien Obligations with respect to the Collateral.
Appears in 1 contract
Samples: Debt Agreement (Eastman Kodak Co)
Delivery and Control of Security Collateral. (a) Any All certificates or instruments representing or evidencing Security Collateral shall be delivered to and held by or on behalf of the Collateral Trustee Trustees pursuant hereto to this Agreement and the other Shared Collateral Documents and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Collateral TrusteeTrustees. The Collateral Trustee Trustees shall have the right, at any time in its discretion upon the occurrence and without notice to any Pledgorduring the continuance of an Actionable Default, to transfer to or to register in the name of the Collateral Trustee Trustees or any of its their nominees any or all of the certificates and instruments representing or evidencing the Security Collateral, if any, subject only to the revocable rights specified in Section 9(a)14(a) hereof; provided, however, that the exercise of any such rights by the Collateral Trustees with respect to Pledged Shares or Pledged Debt issued by any HMO Subsidiary or Insurance Subsidiary shall be subject to obtaining the prior written approval of the applicable HMO Regulator or Insurance Regulator where such approval is required for the Collateral Trustees to exercise such rights under the applicable Governmental Rules. In addition, the Collateral Trustee Trustees shall have the right at any time to exchange certificates or instruments representing or evidencing Security Collateral, if any, Collateral for certificates or instruments of smaller or larger denominations.
(b) At such time as any Pledgor has or acquires With respect to any Security Collateral in which such Pledgor the Grantor has any right, title or interest and that constitutes an “uncertificated security” (within , the meaning of Article 8 of the UCC), such Pledgor Grantor will use its commercially reasonable efforts to cause the issuer thereof either (i) to register the Collateral Trustees as the registered owner, for the purpose of security, of such security or (ii) to agree in an authenticated record substantially in with the form of Exhibit B with such Pledgor Grantor and the Collateral Trustee Trustees that such issuer will comply with instructions with respect to such security originated by the Collateral Trustee Trustees without further consent of such Pledgorthe Grantor, such authenticated record to be in form and substance reasonably satisfactory to such issuer and the Collateral TrusteeTrustees.
(c) With respect to any Pledged Equity Security Collateral in which any Pledgor the Grantor has any right, title or interest and that is not constitutes a security entitlement, the Grantor will cause the securities intermediary with respect to such security entitlement either (within i) to identify in its records the meanings Collateral Trustees as the entitlement holder of Article 8 such security entitlement against such securities intermediary or (ii) to agree in an authenticated record with the Grantor and Article 9 the Collateral Trustees that such securities intermediary will comply with entitlement orders (that is, notifications communicated to such securities intermediary directing transfer or redemption of the UCC)financial asset to which the Grantor has a security entitlement) originated by the Collateral Trustees without further consent of the Grantor, such Pledgor will notify each such issuer of Pledged Equity that such Pledged Equity is subject authenticated record to be in form and substance reasonably satisfactory to the security interest granted hereunderCollateral Trustees (such agreement being a "SECURITIES ACCOUNT CONTROL AGREEMENT").
(d) With respect to any Pledged Debt in which any Pledgor has any right, title or interest, the Pledgor will notify each such issuer of Pledged Debt that such Pledged Debt is subject to the security interest granted hereunder.
(e) If, at any time, an issuer converts any Pledged Equity into a “security” within the meaning of Articles 8 and 9 of the UCC, the relevant Pledgor will either (i) use its commercially reasonable efforts to cause the issuer of such Pledged Equity to issue certificates or instruments evidencing or representing the Pledged Equity and deliver the originals of such certificates or instruments promptly to the Collateral Trustee (or as directed by the Collateral Trustee), and, if it or any Person other than the relevant Pledgor, receives any such certificates or instruments, shall promptly deliver or cause to be delivered to the Collateral Trustee, the originals of such certificates or instruments or (ii) if the security is an uncertificated security (within the meaning of Article 8 of the UCC), use its commercially reasonable efforts to cause the issuer of such Pledged Equity to enter into an Uncertificated Securities Control Agreement pursuant to clause (b) above.
(f) At such time as any Pledgor has or acquires any Security Collateral in which such Pledgor the Grantor has any right, title or interest and that is not constitutes a security (within commodity contract, the meaning Grantor shall cause the commodity intermediary with respect to such commodity contract to agree in an authenticated record with the Grantor and the Collateral Trustees that such commodity intermediary will apply any value distributed on account of Article 8 such commodity contract as directed by the Collateral Trustees without further consent of the UCC)Grantor, such Pledgor agrees that authenticated record to be in form and substance reasonably satisfactory to the Collateral Trustee may file Trustees (such agreement being a financing statement in the relevant jurisdiction"COMMODITY ACCOUNT CONTROL AGREEMENT", and all such authenticated records, together with all Securities Account Control Agreements being, collectively, "CONTROL AGREEMENTS").
(ge) No Pledgor shall take The Grantor will not change or omit to take add any action securities intermediary or commodity intermediary that maintains any securities account or commodity account in which would or could reasonably be expected to have the result of materially adversely affecting or impairing the Liens in favor any of the Collateral Trustee is credited or carried, or change or add any such securities account or commodity account, in each case without first complying with the above provisions of this Section 4 in order to perfect the security interest granted hereunder in such Collateral. The Collateral Trustees shall not provide any directions to, or deliver any instructions or entitlement orders to any issuer, securities intermediary or commodity intermediary pursuant to this Section 4 unless an Actionable Default has occurred and is continuing. Furthermore, the holders of Parity Lien Obligations with respect to the CollateralCollateral Trustees shall promptly rescind such direction, instruction or entitlement order and notify such parties at any time when no Actionable Default has occurred and is continuing.
Appears in 1 contract
Samples: Shared Collateral Security Agreement (Pacificare Health Systems Inc /De/)
Delivery and Control of Security Collateral. (a) Any All certificates or instruments representing or evidencing Security Collateral shall be delivered to and held by or on behalf of the Collateral Trustee Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Collateral TrusteeAgent. The Upon the occurrence and during the continuance of an Event of Default and the exercise of remedies pursuant to Section 21 hereof, the Collateral Trustee Agent shall have the right, at any time in its discretion and without notice to any PledgorGrantor, to transfer to or to register in the name of the Collateral Trustee Agent or any of its nominees any or all of the certificates and instruments representing or evidencing the Security Collateral, if any, subject only to the revocable rights specified in Section 9(a). In addition, upon the occurrence and during the continuance of an Event of Default and the exercise of remedies pursuant to Section 21 hereof, the Collateral Trustee Agent shall have the right at any time to exchange certificates or instruments representing or evidencing Security Collateral, if any, Collateral for certificates or instruments of smaller or larger denominations.
(b) At such time as any Pledgor has or acquires With respect to any Security Collateral in which such Pledgor any Grantor has any right, title or interest and that constitutes or may constitute an “uncertificated security” (within the meaning of Article 8 of the UCC), such Pledgor Grantor will use its commercially reasonable efforts to either: (1) cause the issuer thereof to agree register the Collateral Agent as the registered owner of such security and provide evidence of same to the Collateral Agent that is satisfactory to the Collateral Agent in its reasonable discretion, or (2) (A) send to the issuer thereof an authenticated record Authorization Statement substantially in the form of Exhibit B with such Pledgor C hereto and (B) cause the issuer thereof to deliver to the Collateral Trustee Agent (I) an Acknowledgement and Consent substantially in the form of Exhibit D hereto and (II) a Transaction Statement substantially in the form of Exhibit E hereto, confirming that such issuer will comply with instructions with respect to such security originated by the Collateral Trustee Agent without further consent or approval of such Pledgor, such authenticated record to be in form and substance satisfactory to such issuer and the Collateral TrusteeGrantor.
(c) With respect to any Pledged Equity Security Collateral in which any Pledgor Grantor has any right, title or interest and that is not a security (within an uncertificated security, upon the meanings of Article 8 and Article 9 request of the UCC)Collateral Agent, such Pledgor Grantor will notify each such issuer of Pledged Equity that such Pledged Equity is subject to the security interest granted hereunder.
(d) With respect to any Pledged Debt in which any Pledgor has any right, title or interest, the Pledgor will notify each such issuer of Pledged Debt that such Pledged Debt is subject to the security interest granted hereunder.
(e) If, at any time, an issuer converts any Pledged Equity into a “security” within the meaning of Articles 8 and 9 of the UCC, the relevant Pledgor will either (i) use its commercially reasonable efforts to cause the issuer of such Pledged Equity to issue certificates or instruments evidencing or representing the Pledged Equity and deliver the originals of such certificates or instruments promptly to the Collateral Trustee (or as directed by the Collateral Trustee), and, if it or any Person other than the relevant Pledgor, receives any such certificates or instruments, shall promptly deliver or cause to be delivered to the Collateral Trustee, the originals of such certificates or instruments or (ii) if the security is an uncertificated security (within the meaning of Article 8 of the UCC), use its commercially reasonable efforts to cause the issuer of such Pledged Equity to enter into an Uncertificated Securities Control Agreement pursuant to clause (b) above.
(f) At such time as any Pledgor has or acquires any Security Collateral in which such Pledgor has any right, title or interest and that is not a security (within the meaning of Article 8 of the UCC), such Pledgor agrees that the Collateral Trustee may file a financing statement in the relevant jurisdiction.
(g) No Pledgor shall take or omit to take any action which would or could reasonably be expected to have the result of materially adversely affecting or impairing the Liens in favor of the Collateral Trustee and the holders of Parity Lien Obligations with respect to the Collateral.
Appears in 1 contract
Delivery and Control of Security Collateral. (a) Any All certificates or instruments representing or evidencing Pledged Equity or other Security Collateral which individually or in the aggregate has a value of $[250,000] or more, shall be delivered to and held by or on behalf of the Collateral Trustee Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral TrusteeAgent. The Upon the occurrence and during the continuance of an Event of Default, the Collateral Trustee Agent shall have the right, at any time in its discretion and without notice to any PledgorGrantor, to transfer to or to register in the name of the Collateral Trustee Agent or any of its nominees any or all of the certificates and instruments representing or evidencing the Security Collateral, if any, subject only to the revocable rights specified in Section 9(a15(a). In addition, the Collateral Trustee shall have the right at any time to exchange certificates or instruments representing or evidencing Security Collateral, if any, for certificates or instruments of smaller or larger denominations.
(b) At such time as any Pledgor has or acquires With respect to any Security Collateral in which such Pledgor any Grantor has any right, title or interest and that constitutes an “uncertificated security” (within the meaning of Article 8 of the UCC), such Pledgor Grantor will use its commercially reasonable efforts to cause the issuer thereof to thereof, at such Grantor's election, either (i) register the Collateral Agent for the benefit of the Lenders as the registered owner of such security or (ii) agree in an authenticated record substantially in the form of Exhibit B with such Pledgor Grantor and the Collateral Trustee Agent that such issuer will comply with instructions with respect to such security originated by the Collateral Trustee Agent without further consent of such PledgorGrantor, such authenticated record to be in form and substance reasonably satisfactory to such issuer and the Collateral Trustee.
(c) Agent. With respect to any Pledged Equity Security Collateral in which any Pledgor Grantor has any right, title or interest and that is not a security (within an uncertificated security, upon the meanings of Article 8 and Article 9 request of the UCC)Collateral Agent after the occurrence and during the continuance of an Event of Default, such Pledgor Grantor will notify each such issuer of Pledged Equity that such Pledged Equity is subject to the security interest granted hereunder.
(c) With respect to any Security Collateral in which any Grantor has any right, title or interest and that constitutes a security entitlement in which the Collateral Agent is not the entitlement holder, such Grantor will cause the securities intermediary with respect to such security entitlement to, at such Grantor's option, either (i) identify in its records the Collateral Agent as the entitlement holder of such security entitlement against such securities intermediary or (ii) agree in an authenticated record with such Grantor and the Collateral Agent that such securities intermediary will comply with entitlement orders (that is, notifications communicated to such securities intermediary directing transfer or redemption of the financial asset to which such Grantor has a security entitlement) originated by the Collateral Agent, who shall act at the direction of the Lender, without further consent of such Grantor, such authenticated record to be in substantially the form of Exhibit D hereto or otherwise in form and substance reasonably satisfactory to the Collateral Agent (such agreement being a "SECURITIES ACCOUNT CONTROL AGREEMENT").
(d) With respect to any Pledged Debt Security Collateral in which any Pledgor Grantor has any right, title or interestinterest and that constitutes a commodity contract, such Grantor shall cause the commodity intermediary with respect to such commodity contract to agree in an authenticated record with such Grantor and the Collateral Agent that such commodity intermediary will apply any value distributed on account of such commodity contract as directed by the Collateral Agent, who shall act at the direction of the Lender, without further consent of such Grantor.
(e) Notwithstanding any other provision of this Section 6, it is agreed that other than upon the occurrence and during the continuance of an Event of Default, the Pledgor Collateral Agent shall not issue any instructions with respect to the Securities Accounts or other Security Collateral and hereby authorizes and consents to the giving of all instructions and taking of all other actions with respect to the Securities Accounts and the Security Collateral by the Grantors until such occurrence or, with respect to Security Collateral subject to a Securities Account Control Agreement, receipt of notice by the Securities Intermediary thereunder in accordance with the terms thereof.
(f) No Grantor will change or add any securities intermediary or commodity intermediary that maintains any securities account or commodity account in which any of the Collateral is credited or carried, or change or add any such securities account or commodity account, in each case without first complying with the above provisions of this Section 6 in order to perfect the security interest granted hereunder in such Collateral.
(g) Upon the request of the Collateral Agent, such Grantor will notify each such issuer of Pledged Debt that such Pledged Debt is subject to the security interest granted hereunder.
(e) If, at any time, ; provided that other than after the occurrence and during the continuance of an issuer converts any Pledged Equity into a “security” within the meaning Event of Articles 8 and 9 of the UCCDefault, the relevant Pledgor Collateral Agent will either (i) use its commercially reasonable efforts not require any such notification be given to cause the issuer of such any Pledged Equity to issue certificates or instruments evidencing or representing the Pledged Equity and deliver the originals of such certificates or instruments promptly to the Collateral Trustee (or as directed by the Collateral Trustee), and, if it or any Person other than the relevant Pledgor, receives any such certificates or instruments, shall promptly deliver or cause to be delivered to the Collateral Trustee, the originals of such certificates or instruments or (ii) if the security is an uncertificated security (within the meaning of Article 8 of the UCC), use its commercially reasonable efforts to cause the issuer of such Pledged Equity to enter into an Uncertificated Securities Control Agreement pursuant to clause (b) above.
(f) At such time as any Pledgor has or acquires any Security Collateral in which such Pledgor has any right, title or interest and Debt that is not a security (within the meaning of Article 8 of the UCC), such Pledgor agrees that the Collateral Trustee may file Grantor or a financing statement in the relevant jurisdictionSubsidiary thereof.
(g) No Pledgor shall take or omit to take any action which would or could reasonably be expected to have the result of materially adversely affecting or impairing the Liens in favor of the Collateral Trustee and the holders of Parity Lien Obligations with respect to the Collateral.
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Samples: Note and Warrant Purchase Agreement (Pac-West Telecomm Inc)
Delivery and Control of Security Collateral. (a) Any All certificates or instruments representing or evidencing Security Collateral shall be delivered to and held by or on behalf of the Collateral Trustee Agent pursuant hereto hereto. On the Closing Date, each applicable Grantor shall deliver (i) with respect to each item of Initial Pledged Debt, the original mortgage note or other promissory note bearing all intervening endorsements, endorsed “Pay to the order of without recourse” and shall be signed in the name of the last endorsee by an authorized person, and (ii) with respect to other Security Collateral, the related applicable certificates or instruments in suitable form for transfer by delivery. Each applicable Grantor shall use its commercially reasonable efforts to, within 90 days following the Closing Date (or shall such later date as may be accompanied agreed by the Collateral Agent in its sole discretion), deliver to the Collateral Agent (x) consents of obligors or other counterparties to the Security Collateral to the grant of a security interest therein to the Collateral Agent hereunder and (y) such other consents, duly executed instruments of transfer or assignment transfer, assignments in blank, or assignment and assumption agreements as may be required pursuant to the related underlying agreements or as otherwise reasonably requested by the Collateral Agent, and all in form and substance reasonably satisfactory to the Collateral TrusteeAgent. The Collateral Trustee For the avoidance of doubt, after the date hereof, each applicable Grantor shall have deliver, in connection with any Receivable or Related Contract that is not included in Initial Pledged Debt and that is represented by an instrument or a certificate, an original mortgage note or other promissory note bearing all intervening endorsements, endorsed “Pay to the right, at any time in its discretion order of without recourse” and without notice to any Pledgor, to transfer to or to register signed in the name of the Collateral Trustee or any of its nominees any or all of the certificates and instruments representing or evidencing the Security Collateral, if any, subject only to the revocable rights specified in Section 9(a). In addition, the Collateral Trustee shall have the right at any time to exchange certificates or instruments representing or evidencing Security Collateral, if any, for certificates or instruments of smaller or larger denominationslast endorsee by an authorized person.
(b) At such time as any Pledgor has or acquires With respect to any Security Collateral in which such Pledgor has any right, title or interest and that constitutes an “uncertificated security” (within , the meaning of Article 8 of the UCC), such Pledgor relevant Grantor will use its commercially reasonable efforts to cause the issuer thereof to either register the Collateral Agent as the registered owner of such security or agree in an authenticated record substantially in the form of Exhibit B with such Pledgor Grantor and the Collateral Trustee Agent that such issuer will comply with instructions with respect to such security originated by the Collateral Trustee Agent without further consent of such Pledgorconsent
(i) if the issuer thereof is wholly-owned by the Borrower and its Subsidiaries, such authenticated record within 10 days following the Closing Date and (ii) if the issuer thereof is not wholly-owned by the Borrower and its Subsidiaries, the Loan Parties shall use commercially reasonable efforts to be in form and substance satisfactory to such issuer and comply with the Collateral Trusteeforegoing as promptly as possible.
(c) With respect to any Pledged Equity in which any Pledgor has any right, title or interest and that is not a security (within Upon the meanings of Article 8 and Article 9 request of the UCC)Collateral Agent and following the occurrence and during the continuance of an Event of Default, such Pledgor each Grantor will notify each such issuer of Pledged Equity Security Collateral granted by it hereunder that such Pledged Equity Security Collateral is subject to the security interest granted hereunder.
(d) With respect The Collateral Agent shall maintain continuous custody of all items of physical Security Collateral delivered to any Pledged Debt in which any Pledgor has any right, title or interest, the Pledgor will notify each such issuer of Pledged Debt that such Pledged Debt is subject to the security interest granted hereunder.
(e) If, at any time, an issuer converts any Pledged Equity into a “security” within the meaning of Articles 8 and 9 of the UCC, the relevant Pledgor will either (i) use its commercially reasonable efforts to cause the issuer of such Pledged Equity to issue certificates or instruments evidencing or representing the Pledged Equity and deliver the originals of such certificates or instruments promptly to the Collateral Trustee (or as directed it by the Collateral Trustee), and, if it or any Person other than the relevant Pledgor, receives any Grantors hereunder in a secure facility in accordance with its customary standards for such certificates or instruments, shall promptly deliver or cause to be delivered to the Collateral Trustee, the originals of such certificates or instruments or (ii) if the security is an uncertificated security (within the meaning of Article 8 of the UCC), use its commercially reasonable efforts to cause the issuer of such Pledged Equity to enter into an Uncertificated Securities Control Agreement pursuant to clause (b) abovecustody.
(f) At such time as any Pledgor has or acquires any Security Collateral in which such Pledgor has any right, title or interest and that is not a security (within the meaning of Article 8 of the UCC), such Pledgor agrees that the Collateral Trustee may file a financing statement in the relevant jurisdiction.
(g) No Pledgor shall take or omit to take any action which would or could reasonably be expected to have the result of materially adversely affecting or impairing the Liens in favor of the Collateral Trustee and the holders of Parity Lien Obligations with respect to the Collateral.
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Delivery and Control of Security Collateral. (a) Any All certificates or instruments representing or evidencing Security Collateral shall be delivered to and held by or on behalf of the Collateral Trustee Lender pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Collateral TrusteeLender. The Collateral Trustee Lender shall have the right, at any time in its discretion upon the occurrence and during the continuance of an Event of Default and without notice to any PledgorBorrower, to transfer to or to register in the name of the Collateral Trustee Lender or any of its nominees any or all of the certificates and instruments representing or evidencing the Security Collateral, if any, subject only to the revocable rights specified in Section 9(a)7. In addition, the Collateral Trustee Lender shall have the right at any time to exchange certificates or instruments instruments, if any, representing or evidencing Security Collateral, if any, Collateral for certificates or instruments of smaller or larger denominations.
(b) At such time as any Pledgor has or acquires With respect to any Security Collateral in which such Pledgor Borrower has any right, title or interest and that constitutes an “uncertificated security” (within the meaning of Article 8 of the UCC), such Pledgor Borrower will use its commercially reasonable efforts to cause the issuer thereof either (i) to register the Lender as the registered owner of such security or (ii) to agree in an authenticated record substantially in the form of Exhibit B with such Pledgor Borrower and the Collateral Trustee Lender that such issuer will comply with instructions with respect to such security originated by the Collateral Trustee Lender without further consent of such PledgorBorrower, such authenticated record to be in form and substance satisfactory to such issuer and the Collateral Trustee.
(c) Lender. With respect to any Pledged Equity Security Collateral in which any Pledgor Borrower has any right, title or interest and that is not a security (within an uncertificated security, upon the meanings of Article 8 and Article 9 request of the UCC)Lender upon the occurrence and during the continuance of an Event of Default, such Pledgor Borrower will notify each such issuer of Pledged Equity that such Pledged Equity Security Collateral is subject to the security interest granted hereunder.
(dc) With respect to any Pledged Debt in which any Pledgor has any rightUpon the request of the Lender upon the occurrence and during the continuance of an Event of Default, title or interest, the Pledgor Borrower will notify each such issuer of Pledged Debt Security Collateral that such Pledged Debt Security Collateral is subject to the security interest granted hereunder.
(e) If, at any time, an issuer converts any Pledged Equity into a “security” within the meaning of Articles 8 and 9 of the UCC, the relevant Pledgor will either (i) use its commercially reasonable efforts to cause the issuer of such Pledged Equity to issue certificates or instruments evidencing or representing the Pledged Equity and deliver the originals of such certificates or instruments promptly to the Collateral Trustee (or as directed by the Collateral Trustee), and, if it or any Person other than the relevant Pledgor, receives any such certificates or instruments, shall promptly deliver or cause to be delivered to the Collateral Trustee, the originals of such certificates or instruments or (ii) if the security is an uncertificated security (within the meaning of Article 8 of the UCC), use its commercially reasonable efforts to cause the issuer of such Pledged Equity to enter into an Uncertificated Securities Control Agreement pursuant to clause (b) above.
(f) At such time as any Pledgor has or acquires any Security Collateral in which such Pledgor has any right, title or interest and that is not a security (within the meaning of Article 8 of the UCC), such Pledgor agrees that the Collateral Trustee may file a financing statement in the relevant jurisdiction.
(g) No Pledgor shall take or omit to take any action which would or could reasonably be expected to have the result of materially adversely affecting or impairing the Liens in favor of the Collateral Trustee and the holders of Parity Lien Obligations with respect to the Collateral.
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