Delivery and Control of Security Collateral. (i) All certificates representing or evidencing the Pledged Equity and (ii) all instruments representing or evidencing 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 Agent pursuant hereto (unless the Administrative Agent (as defined in the Intercreditor Agreement) is granted a prior security interest in such certificates and instruments and the same are required to be delivered (and are delivered) to the Administrative Agent for the benefit of the 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 satisfactory to the Collateral Agent; 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. During the continuation of an Event of Default, the Collateral Agent shall have the right, at any time in its discretion and without notice to any Grantor, to (A) transfer to or to register in the name of the Collateral Agent or any of its nominees any or all of the Security Collateral, subject only to the revocable rights specified in Section 13(a), (B) exchange certificates or instruments representing or evidencing Security 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) With respect to any Security Collateral in which any Grantor has any right, title or interest and that constitutes an uncertificated security, such Grantor will promptly notify the Collateral Agent thereof and, (i) if so requested by the 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 $1,000,000) or (ii) solely in the case of Security Collateral representing Equity Interests in a Subsidiary, upon the request of the Collateral Agent, 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 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 authenticated record to be in form and substance satisfactory to the Collateral Agent. During the continuation of an Event of Default, with respect to any Security Collateral in which any Grantor has any right, title or interest, promptly upon the request of the Collateral Agent, such Grantor will notify each such issuer of Security Collateral that such Security Collateral is subject to the security interest granted hereunder. (c) Except as otherwise set forth herein, if any amount payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument, certificated security or Chattel Paper, such Instrument, certificated security or Chattel Paper shall be promptly delivered to the Collateral Agent (unless the Administrative Agent (as defined in the Intercreditor Agreement) is granted a prior security interest in such Collateral and the same is required to be delivered (and is delivered) to the Administrative Agent for the benefit of the Secured Parties pursuant to the Intercreditor Agreement), 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 Grantors shall not be required to deliver the same pursuant to this clause (c) to the extent that the aggregate value of the Collateral not so delivered does not exceed $5,000,000.
Appears in 1 contract
Samples: Collateral Agreement (Nortek Inc)
Delivery and Control of Security Collateral. (ia) All certificates representing or evidencing the Pledged Equity and (ii) all instruments representing or evidencing 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), 2,000,000 shall be delivered to and held by or on behalf of the Collateral Agent pursuant hereto (unless the Administrative Agent (as defined in the Intercreditor Agreement) is granted a prior security interest in such certificates and instruments and the same are required to be delivered (and are delivered) to the Administrative Agent for the benefit of the 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 satisfactory to the Collateral Agent; provided that, unless an Event of Default shall have occurred . Upon the occurrence 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. During during the continuation of an Event of Default, the Collateral Agent shall have the right, at any time in its discretion and without notice to any Grantor, to (A) transfer to or to register in the name of the Collateral Agent or any of its nominees any or all of the Security Collateral, subject only to the revocable rights specified in Section 13(a11(a), (B) exchange certificates or instruments representing or evidencing Security 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 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 Collateral, consisting of financial assets credited to any Securities Account.
(b) With 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 any Grantor has any right, title or interest and that constitutes an uncertificated security, such Grantor will promptly notify the Collateral Agent thereof and, (i) if so requested by the 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 $1,000,000) or (ii) solely in the case of Security Collateral representing Equity Interests in a Subsidiary, upon the request of the Collateral Agent, cause the issuer thereof either (xi) to register the Collateral Agent as the registered owner of such security or (yii) to agree in an authenticated record 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 authenticated record to be in form and substance satisfactory to the Collateral Agent. During Upon the occurrence and during the continuation of an Event of Default, with respect to any Security Collateral in which any Grantor has any right, title or interestinterest and that is not an uncertificated security, promptly upon the request of the Collateral Agent, such Grantor will notify each such issuer of Security Collateral Pledged Equity that such Security Collateral Pledged Equity is subject to the security interest granted hereunder.
(c) Except as otherwise set forth hereinUpon the occurrence and during the continuation of an Event of Default, if any amount payable under or in connection with any promptly upon the request of the Collateral shall be or become evidenced by any Instrument, certificated security or Chattel Paper, such Instrument, certificated security or Chattel Paper shall be promptly delivered to the Collateral Agent (unless the Administrative Agent (as defined in the Intercreditor Agreement) is granted a prior security interest in such Collateral and the same is required to be delivered (and is delivered) to the Administrative Agent for the benefit of the Secured Parties pursuant to the Intercreditor Agreement), duly endorsed in a manner satisfactory to the Collateral Agent, to be held as Collateral pursuant to this Agreement; provided that, unless an Event such Grantor will notify each such issuer of Default has occurred and Pledged Debt that such Pledged Debt is continuing, the Grantors shall not be required to deliver the same pursuant to this clause (c) subject to the extent that the aggregate value of the Collateral not so delivered does not exceed $5,000,000security interest granted hereunder.
Appears in 1 contract
Delivery and Control of Security Collateral. (i) All certificates representing or evidencing the Pledged Equity and (ii) all instruments representing or evidencing 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 Administrative Agent pursuant hereto (unless the Administrative Agent (as defined in the Intercreditor Agreement) Trustee is granted a prior security interest in such certificates and instruments and the same are required to be delivered (and are delivered) to the Administrative Agent Trustee for the benefit of the 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 satisfactory to the Collateral Administrative Agent; 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 Intecompany Note with respect to such indebtedness. During the continuation of an Event of Default, the Collateral Administrative Agent shall have the right, at any time in its discretion and without notice to any Grantor, to (Ai) transfer to or to register in the name of the Collateral Administrative Agent or any of its nominees any or all of the Security Collateral, subject only to the revocable rights specified in Section 13(a11(a), (Bii) exchange certificates or instruments representing or evidencing Security Collateral for certificates or instruments of smaller or larger denominations, and (Ciii) convert Security Collateral consisting of financial assets credited to any Securities Account to Security Collateral consisting of financial assets held directly by the Collateral Administrative Agent, and to convert Security Collateral consisting of financial assets held directly by the Collateral Administrative Agent to Security Collateral consisting of financial assets credited to any Securities Account.
(b) With respect to any Security Collateral in which any Grantor has any right, title or interest and that constitutes an uncertificated security, such Grantor will promptly notify the Collateral Administrative Agent thereof and, (i) if so requested by the Collateral Administrative 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 $1,000,000) 1,000,000 or (ii) solely in the case of Security Collateral representing Equity Interests in a Subsidiary, upon the request of the Collateral Administrative Agent, cause the issuer thereof either (x) to register the Collateral Administrative Agent as the registered owner of such security or (y) to agree in an authenticated record with such Grantor and the Collateral Administrative Agent that such issuer will comply with instructions with respect to such security originated by the Collateral Administrative Agent without further consent of such Grantor, such authenticated record to be in form and substance satisfactory to the Collateral Administrative Agent. During the continuation of an Event of Default, with respect to any Security Collateral in which any Grantor has any right, title or interest, promptly upon the request of the Collateral Administrative Agent, such Grantor will notify each such issuer of Security Collateral that such Security Collateral is subject to the security interest granted hereunder.
(c) Except as otherwise set forth herein, if any amount payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument, certificated security or Chattel Paper, such Instrument, certificated security or Chattel Paper shall be promptly delivered to the Collateral Administrative Agent (unless the Administrative Agent (as defined in the Intercreditor Agreement) Trustee is granted a prior security interest in such Collateral and the same is required to be delivered (and is delivered) to the Administrative Agent Trustee for the benefit of the Secured Parties pursuant to the Intercreditor Agreement), duly endorsed in a manner satisfactory to the Collateral Administrative Agent, to be held as Collateral pursuant to this Agreement and, if applicable, the Intercreditor Agreement; , provided that, unless an Event of Default has occurred and is continuing, the Grantors shall not be required to deliver the same pursuant to this clause (c) to the extent that the aggregate value of the Collateral not so delivered does not exceed $5,000,000.
Appears in 1 contract
Samples: u.s. Security Agreement (Nortek Inc)
Delivery and Control of Security Collateral. Subject to Section 6.12(d) of the Credit Agreement, (a) (i) All all certificates representing or evidencing the Pledged Equity and (ii) all instruments representing or evidencing the Pledged Debt (excluding, unless an Event of Default has occurred and is continuing, Pledged Debt in Debt, on an aggregate principal amount individual basis, not in excess of $2,500,000), shall be promptly delivered to and held by or on behalf of the Collateral Agent pursuant hereto (unless the Administrative Agent (as defined in the Intercreditor Agreement) is granted a prior security interest in such certificates and instruments and the same are required to be delivered (and are delivered) to the Administrative Agent for the benefit of the 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 satisfactory to the Collateral Agent; provided that, unless an Event of Default shall have occurred and be continuing, with respect to intercompany indebtedness evidenced by an instrument previously delivered to the extent evidenced by the Intercompany NoteCollateral Agent, the Grantors shall only be required to deliver possession updates to any such instrument concurrently with the delivery of the Intercompany Note with respect financial statements under Sections 6.01(a) and (b) of the Credit Agreement, except to the extent that the face value of any such indebtednessinstrument is increased. During the continuation of an Event of Default, the Collateral Agent shall have the right, at any time in its discretion and without notice to any Grantor, to (Ai) transfer to or to register in the name of the Collateral Agent or any of its nominees any or all of the Security Collateral, subject only to the revocable rights specified in Section 13(a11(a), (Bii) exchange certificates or instruments representing or evidencing Security Collateral for certificates or instruments of smaller or larger denominations, and (Ciii) 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) With respect to any Security Collateral in which any Grantor has any right, title or interest and that constitutes an uncertificated security, such Grantor will promptly notify the Collateral Agent thereof and, (i) if so requested by the 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 $1,000,000) or (ii) solely in the case of Security Collateral representing Equity Interests in a Subsidiary, upon the request of the Collateral Agent, 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 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 authenticated record to be in form and substance satisfactory to the Collateral Agent. During the continuation of an Event of Default, with respect to any Security Collateral in which any Grantor has any right, title or interest, promptly upon the request of the Collateral Agent, such Grantor will notify each such issuer of Security Collateral that such Security Collateral is subject to the security interest granted hereunder.
(c) Except as otherwise set forth herein, if any amount payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument, certificated security or Chattel Paper, such Instrument, certificated security or Chattel Paper shall be promptly delivered to the Collateral Agent (unless the Administrative Agent (as defined in the Intercreditor Agreement) is granted a prior security interest in such Collateral and the same is required to be delivered (and is delivered) to the Administrative Agent for the benefit of the Secured Parties pursuant to the Intercreditor Agreement), 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 Grantors shall not be required to deliver the same pursuant to this clause (c) to the extent that the aggregate value of the Collateral not so delivered does not exceed $5,000,000.
Appears in 1 contract
Samples: Security Agreement (Nortek Inc)
Delivery and Control of Security Collateral. (i) All certificates representing or evidencing the Pledged Equity and (ii) all instruments representing or evidencing 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 $2,500,0001,000,000), shall be delivered to and held by or on behalf of the Collateral Agent pursuant hereto (unless the Administrative Agent (as defined in the Intercreditor Agreement) Trustee is granted a prior security interest in such certificates and instruments and the same are required to be delivered (and are delivered) to the Administrative Agent Trustee for the benefit of the 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 satisfactory to the Collateral Agent; 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. During the continuation of an Event of Default, the Collateral Agent shall have the right, at any time in its discretion and without notice to any Grantorthe Canadian Borrower, to (Ai) transfer to or to register in the name of the Collateral Agent or any of its nominees any or all of the Security Collateral, subject only to the revocable rights specified in Section 13(a11(a), (Bii) exchange certificates or instruments representing or evidencing Security Collateral for certificates or instruments of smaller or larger denominations, and (Ciii) 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) The Canadian Borrower acknowledges and agrees that (i) to the extent each interest in any Unlimited Liability Company, limited liability company or limited partnership controlled now or in the future by the Canadian Borrower and pledged hereunder is a Security, 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. The Canadian Borrower further acknowledges and agrees that with respect to any interest in any Unlimited Liability Company, limited liability company or limited partnership controlled now or in the future by the Canadian Borrower and pledged hereunder that is not a “Security” the Canadian Borrower shall at no time elect to treat any such interest as a “Security”, nor shall such interest be represented by a certificate, unless the Canadian Borrower provides prior written notification to the 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.
(c) With respect to any Security Collateral in which any Grantor the Canadian Borrower has any right, title or interest and that constitutes an uncertificated security, such Grantor the Canadian Borrower will promptly notify the Collateral Agent thereof and, (i) if so requested by the 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 $1,000,000) or (ii) solely in the case of Security Collateral representing Equity Interests in a Subsidiary, upon the request of at the Collateral Agent’s request and option, cause the issuer thereof either (x) pursuant to register the Collateral Agent as the registered owner of such security or (y) to agree in an authenticated record 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 authenticated record to be agreement in form and substance satisfactory to the Collateral Agent, either (i) cause the issuer to agree to comply with instructions from the Collateral Agent as to such Securities, without further consent of the Canadian Borrower, or (ii) arrange for the Collateral Agent to become the registered owner of the Securities. During the continuation of an Event of Default, with respect to any Security Collateral in which any Grantor the Canadian Borrower has any right, title or interest, promptly upon the request of the Collateral Agent, such Grantor the Canadian Borrower will notify each such issuer of Security Collateral that such Security Collateral is subject to the security interest granted hereunder.
(cd) Except as otherwise set forth herein, if any amount payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument, certificated security or Chattel Paper, such Instrument, certificated security or Chattel Paper shall be promptly delivered to the Collateral Agent (unless the Administrative Agent (as defined in the Intercreditor Agreement) Trustee is granted a prior security interest in such Collateral and the same is required to be delivered (and is delivered) to the Administrative Agent Trustee for the benefit of the Secured Parties pursuant to the Intercreditor Agreement), duly endorsed in a manner satisfactory to the Collateral Agent, to be held as Collateral pursuant to this Agreement and, if applicable, the Intercreditor Agreement; , provided that, unless an Event of Default has occurred and is continuing, the Grantors Canadian Borrower shall not be required to deliver the same pursuant to this clause (cd) to the extent that the aggregate value of the Collateral not so delivered does not exceed $5,000,0001,000,000.
(e) Notwithstanding any provisions to the contrary contained in this Agreement or any other Loan Document, the Canadian Borrower is the sole registered and beneficial owner of each Unlimited Liability Share pledged hereunder and will remain so until such time as such pledged Unlimited Liability Shares are effectively transferred into the name of the Collateral Agent or another person on the books and records of the Unlimited Company issuer thereof. Accordingly, the Canadian Borrower shall be entitled to receive and retain for its own account any dividend on or other distribution, if any, in respect of such pledged Unlimited Liability Shares (except insofar as the Canadian Borrower has granted a security interest in such dividend or other distribution in favour of the Collateral Agent hereunder, and any Securities which constitute Collateral shall be delivered forthwith upon receipt by the Canadian Borrower to the Collateral Agent to hold as Collateral hereunder) and shall have the right to vote such Unlimited Liability Shares and to control the direction, management and policies of the issuer Unlimited Company to the same extent as the Canadian Borrower would if such Unlimited Liability Shares were not pledged to the Collateral Agent pursuant hereto. Nothing in this Agreement shall, constitute any Secured Party or any person other than the Canadian Borrower, a member of any Unlimited Company for the purposes of its applicable governing statute until such time as notice is given to the Canadian Borrower (and not revoked) as provided herein and further steps are taken thereunder so as to register any Secured Party or such other person as holder of such pledged Unlimited Liability Shares. Except upon the exercise of rights to sell or otherwise dispose of pledged Unlimited Liability Shares following the occurrence of an Event of Default and while it is continuing, the Canadian Borrower shall not cause, permit or enable any Unlimited Company issuer to cause, permit, or enable the Collateral Agent to:
(i) be registered as a shareholder or member of the Unlimited Company;
(ii) have any notation entered in its favour in the share register in respect of Unlimited Liability Shares;
(iii) hold any Secured Party out as a shareholder or member of an Unlimited Company;
(iv) act or purport to act as a member of an Unlimited Company, or obtain, exercise or attempt to exercise any rights of a shareholder or member, of the Unlimited Company;
(v) be held out as shareholder or member of the Unlimited Company;
(vi) receive, directly or indirectly, any dividends, property or other distributions from the Unlimited Company by reason of the Collateral Agent holding a security interest in the pledged Unlimited Liability Shares; or
(vii) act as a shareholder or member of the Unlimited Company, or exercise any rights of a shareholder or member including the right to attend a meeting of, or to vote the shares of, an Unlimited Company or to be entitled to receive or receive any distribution in respect of Unlimited Liability Shares. The foregoing limitation shall not restrict the Collateral Agent from exercising the rights which it is entitled to exercise hereunder in respect of any Collateral constituting Unlimited Liability Shares or Security Entitlements in Unlimited Liability Shares at any time that the Collateral Agent shall be entitled to enforce the Security and realize on all or any portion of the Collateral pursuant to the Security.
Appears in 1 contract
Delivery and Control of Security Collateral. (ia)
(1) All certificates certificates, if any, representing or evidencing the Pledged Equity Interests and (ii2) all instruments representing or evidencing the Pledged Debt (excluding, unless an Event of Default has occurred and is continuing, Pledged Debt individually or in an aggregate principal amount not together with all other such Pledged Debt in excess of $2,500,000100,000 (other than any intercompany liabilities), in each case, shall be promptly delivered to and held by or on behalf of the Collateral Agent pursuant hereto and, with respect to such Pledged Interests or Pledged Debt acquired after the date hereof or owned or held by a Grantor formed after the date hereof, within 90 days of such acquisition or formation (unless or such later date as the Administrative Agent (as defined Required Holders may agree in the Intercreditor Agreementtheir reasonable discretion) is granted a prior security interest in such certificates and instruments and the same are required to be delivered (and are delivered) to the Administrative Agent for the benefit of the 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 Agent; provided that, unless . If an Event of Default shall have occurred and be continuing, and the Collateral Agent shall have given prior or concurrent written notice (which may be substantially simultaneous) (other than with respect to intercompany indebtedness any Event of Default under Section 6.01(6) or Section 6.01(7) of the Indenture, in which no such notice shall be required) to the extent evidenced by Grantor which is the Intercompany Note, the Grantors shall only be required holder of such Security Collateral of its intent to deliver possession of the Intercompany Note with respect to such indebtedness. During the continuation of an Event of Defaultexercise remedies, the Collateral Agent shall have the right, right at any time time, in its discretion and without notice to any Grantordiscretion, to (Ai) upon concurrent written notice to the Issuer, transfer to or to register in the name of the Collateral Agent or any of its nominees any or all of the Security Collateral, subject only to the revocable rights specified in Section 13(a10(a), (Bii) exchange certificates or instruments representing or evidencing Security Collateral for certificates or instruments of smaller or larger denominations, denominations and (Ciii) convert Security Collateral consisting of financial assets Financial Assets credited to any Securities Account to Security Collateral consisting of financial assets Financial Assets held directly by the Collateral Agent, and to convert Security Collateral consisting of financial assets Financial Assets held directly by the Collateral Agent to Security Collateral consisting of financial assets Financial Assets credited to any Securities Account.
(b) With respect to any Security Collateral in which any Grantor has any right, title or interest and that constitutes an uncertificated security, such Grantor will promptly notify the Collateral Agent thereof and, (i) if so requested by the 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 $1,000,000) or (ii) solely in the case of Security Collateral representing Equity Interests in a Subsidiary, upon the request of the Collateral Agent, 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 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 authenticated record to be in form and substance satisfactory to the Collateral Agent. During the continuation of an Event of Default, with respect to any Security Collateral in which any Grantor has any right, title or interest, promptly upon the request of the Collateral Agent, such Grantor will notify each such issuer of Security Collateral that such Security Collateral is subject to the security interest granted hereunder.
(c) Except as otherwise set forth herein, if any amount payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument, certificated security or Chattel Paper, such Instrument, certificated security or Chattel Paper shall be promptly delivered to the Collateral Agent (unless the Administrative Agent (as defined in the Intercreditor Agreement) is granted a prior security interest in such Collateral and the same is required to be delivered (and is delivered) to the Administrative Agent for the benefit of the Secured Parties pursuant to the Intercreditor Agreement), 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 Grantors shall not be required to deliver the same pursuant to this clause (c) to the extent that the aggregate value of the Collateral not so delivered does not exceed $5,000,000.
Appears in 1 contract
Samples: General Security Agreement (Global Crossing Airlines Group Inc.)
Delivery and Control of Security Collateral. (i) All certificates representing or evidencing the Pledged Equity and (ii) all instruments representing or evidencing 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 $2,500,0001,000,000), shall be delivered to and held by or on behalf of the Noteholder Collateral Agent pursuant hereto (unless the Administrative Agent (as defined in the Intercreditor Agreement) is granted a prior security interest in such certificates and instruments and the same are required to be delivered (and are delivered) to the Administrative Agent for the benefit of the 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 satisfactory to the Noteholder Collateral Agent; 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. During the continuation of an Event of Default, the Noteholder Collateral Agent shall have the right, at any time in its discretion and without notice to any Grantor, to (Ai) transfer to or to register in the name of the Noteholder Collateral Agent or any of its nominees any or all of the Security Collateral, subject only to the revocable rights specified in Section 13(a11(a), (Bii) exchange certificates or instruments representing or evidencing Security Collateral for certificates or instruments of smaller or larger denominations, and (Ciii) convert Security Collateral consisting of financial assets credited to any Securities Account to Security Collateral consisting of financial assets held directly by the Noteholder Collateral Agent, and to convert Security Collateral consisting of financial assets held directly by the Noteholder Collateral Agent to Security Collateral consisting of financial assets credited to any Securities Account.
(b) Each Grantor acknowledges and 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 interest in any 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 such interest as a “security” within the meaning of Article 8 of the UCC, nor shall such interest be represented by a certificate, unless such Grantor provides prior written notification to the Noteholder Collateral Agent of such election and such interest is thereafter represented by a certificate that is promptly delivered to the Noteholder Collateral Agent pursuant to the terms hereof.
(c) With respect to any Security Collateral in which any Grantor has any right, title or interest and that constitutes an uncertificated security, such Grantor will promptly notify the Noteholder Collateral Agent thereof and, at the Noteholder Collateral Agent’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Noteholder Collateral Agent, either (i) if so requested by cause the issuer to agree to comply with instructions from the Noteholder 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 such securities, without further consent of $1,000,000) any Grantor or such nominee, or (ii) solely in arrange for the case of Security Collateral representing Equity Interests in a Subsidiary, upon the request of the Collateral Agent, cause the issuer thereof either (x) to register the Noteholder Collateral Agent as to become the registered owner of such security or (y) to agree in an authenticated record 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 authenticated record to be in form and substance satisfactory to the Collateral Agentsecurities. During the continuation of an Event of Default, with respect to any Security Collateral in which any Grantor has any right, title or interest, promptly upon the request of the Noteholder Collateral AgentAgent (which request the Noteholder Collateral Agent shall not be under any duty to provide unless so instructed in writing by the necessary Holders), such Grantor will notify each such issuer of Security Collateral that such Security Collateral is subject to the security interest granted hereunder.
(cd) Except as otherwise set forth herein, if any amount payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument, certificated security or Chattel Paper, such Instrument, certificated security or Chattel Paper shall be promptly delivered to the Noteholder Collateral Agent (unless delivered to the Administrative Bank Collateral Agent (as defined in the Intercreditor Agreement) is granted a prior security interest in such Collateral and because the same is required to be delivered (and is delivered) to the Administrative Agent for the benefit of the Secured Parties pursuant to the Intercreditor Agreementconstitutes Revolving Facility First Lien Collateral), duly endorsed in a manner satisfactory to the Noteholder Collateral Agent, to be held as Collateral pursuant to this Agreement and, if applicable, the Intercreditor Agreement; , provided that, unless an Event of Default has occurred and is continuing, the Grantors shall not be required to deliver the same pursuant to this clause (cd) to the extent that the aggregate value of the Collateral not so delivered does not exceed $5,000,0001,000,000.
Appears in 1 contract
Delivery and Control of Security Collateral. (i) All certificates representing or evidencing the Pledged Equity and (ii) all instruments representing or evidencing 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 $2,500,0001,000,000), shall be delivered to and held by or on behalf of the Collateral Agent pursuant hereto (unless the Administrative Agent (as defined in the Intercreditor Agreement) Trustee is granted a prior security interest in such certificates and instruments and the same are required to be delivered (and are delivered) to the Administrative Agent Trustee for the benefit of the 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 satisfactory to the Collateral Agent; 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. During the continuation of an Event of Default, the Collateral Agent shall have the right, at any time in its discretion and without notice to any Grantorthe Canadian Borrower, to (Ai) transfer to or to register in the name of the Collateral Agent or any of its nominees any or all of the Security Collateral, subject only to the revocable rights specified in Section 13(a11(a), (Bii) exchange certificates or instruments representing or evidencing Security Collateral for certificates or instruments of smaller or larger denominations, and (Ciii) 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) The Canadian Borrower acknowledges and agrees that (i) to the extent each interest in any Unlimited Liability Company, limited liability company or limited partnership controlled now or in the future by the Canadian Borrower and pledged hereunder is a Security, 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. The Canadian Borrower further acknowledges and agrees that with respect to any interest in any Unlimited Liability Company, limited liability company or limited partnership controlled now or in the future by the Canadian Borrower and pledged hereunder that is not a “Security” the Canadian Borrower shall at no time elect to treat any such interest as a “Security”, nor shall such interest be represented by a certificate, unless the Canadian Borrower provides prior written notification to the 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.
(c) With respect to any Security Collateral in which any Grantor the Canadian Borrower has any right, title or interest and that constitutes an uncertificated security, such Grantor the Canadian Borrower will promptly notify the Collateral Agent thereof and, (i) if so requested by the 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 $1,000,000) or (ii) solely in the case of Security Collateral representing Equity Interests in a Subsidiary, upon the request of at the Collateral Agent’s request and option, cause the issuer thereof either (x) pursuant to register the Collateral Agent as the registered owner of such security or (y) to agree in an authenticated record 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 authenticated record to be agreement in form and substance satisfactory to the Collateral Agent, either (i) cause the issuer to agree to comply with instructions from the Collateral Agent as to such Securities, without further consent of the Canadian Borrower, or (ii) arrange for the Collateral Agent to become the registered owner of the Securities. During the continuation of an Event of Default, with respect to any Security Collateral in which any Grantor the Canadian Borrower has any right, title or interest, promptly upon the request of the Collateral Agent, such Grantor the Canadian Borrower will notify each such issuer of Security Collateral that such Security Collateral is subject to the security interest granted hereunder.
(cd) Except as otherwise set forth herein, if any amount payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument, certificated CWD - Canadian Security Agreement security or Chattel Paper, such Instrument, certificated security or Chattel Paper shall be promptly delivered to the Collateral Agent (unless the Administrative Agent (as defined in the Intercreditor Agreement) Trustee is granted a prior security interest in such Collateral and the same is required to be delivered (and is delivered) to the Administrative Agent Trustee for the benefit of the Secured Parties pursuant to the Intercreditor Agreement), duly endorsed in a manner satisfactory to the Collateral Agent, to be held as Collateral pursuant to this Agreement and, if applicable, the Intercreditor Agreement; , provided that, unless an Event of Default has occurred and is continuing, the Grantors Canadian Borrower shall not be required to deliver the same pursuant to this clause (cd) to the extent that the aggregate value of the Collateral not so delivered does not exceed $5,000,0001,000,000.
(e) Notwithstanding any provisions to the contrary contained in this Agreement or any other Loan Document, the Canadian Borrower is the sole registered and beneficial owner of each Unlimited Liability Share pledged hereunder and will remain so until such time as such pledged Unlimited Liability Shares are effectively transferred into the name of the Collateral Agent or another person on the books and records of the Unlimited Company issuer thereof. Accordingly, the Canadian Borrower shall be entitled to receive and retain for its own account any dividend on or other distribution, if any, in respect of such pledged Unlimited Liability Shares (except insofar as the Canadian Borrower has granted a security interest in such dividend or other distribution in favour of the Collateral Agent hereunder, and any Securities which constitute Collateral shall be delivered forthwith upon receipt by the Canadian Borrower to the Collateral Agent to hold as Collateral hereunder) and shall have the right to vote such Unlimited Liability Shares and to control the direction, management and policies of the issuer Unlimited Company to the same extent as the Canadian Borrower would if such Unlimited Liability Shares were not pledged to the Collateral Agent pursuant hereto. Nothing in this Agreement shall, constitute any Secured Party or any person other than the Canadian Borrower, a member of any Unlimited Company for the purposes of its applicable governing statute until such time as notice is given to the Canadian Borrower (and not revoked) as provided herein and further steps are taken thereunder so as to register any Secured Party or such other person as holder of such pledged Unlimited Liability Shares. Except upon the exercise of rights to sell or otherwise dispose of pledged Unlimited Liability Shares following the occurrence of an Event of Default and while it is continuing, the Canadian Borrower shall not cause, permit or enable any Unlimited Company issuer to cause, permit, or enable the Collateral Agent to:
(i) be registered as a shareholder or member of the Unlimited Company;
(ii) have any notation entered in its favour in the share register in respect of Unlimited Liability Shares;
(iii) hold any Secured Party out as a shareholder or member of an Unlimited Company;
(iv) act or purport to act as a member of an Unlimited Company, or obtain, exercise or attempt to exercise any rights of a shareholder or member, of the Unlimited Company;
(v) be held out as shareholder or member of the Unlimited Company;
(vi) receive, directly or indirectly, any dividends, property or other distributions from the Unlimited Company by reason of the Collateral Agent holding a security interest in the pledged Unlimited Liability Shares; or
(vii) act as a shareholder or member of the Unlimited Company, or exercise any rights of a shareholder or member including the right to attend a meeting of, or to vote the shares of, an CWD - Canadian Security Agreement Unlimited Company or to be entitled to receive or receive any distribution in respect of Unlimited Liability Shares. The foregoing limitation shall not restrict the Collateral Agent from exercising the rights which it is entitled to exercise hereunder in respect of any Collateral constituting Unlimited Liability Shares or Security Entitlements in Unlimited Liability Shares at any time that the Collateral Agent shall be entitled to enforce the Security and realize on all or any portion of the Collateral pursuant to the Security.
Appears in 1 contract
Delivery and Control of Security Collateral. (i) All certificates representing or evidencing the Pledged Equity and (ii) all instruments representing or evidencing 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 $2,500,0001,000,000), shall be delivered to and held by or on behalf of the Noteholder Collateral Agent pursuant hereto (unless the Administrative Bank Collateral Agent (as defined in the Intercreditor Agreement) is granted a prior security interest in such certificates and or instruments and the same are required to be delivered (and are delivered) to the Administrative Bank Collateral Agent for the benefit of the 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 Noteholder Collateral Agent; 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. During the continuation of an Event of DefaultDefault and after the Revolving Facility First Lien Collateral Transition Date with respect to all Pledged Debt that constitutes Revolving Facility First Lien Collateral, the Noteholder Collateral Agent shall have the right, at any time in its discretion and without notice to any Grantor, to (Ai) transfer to or to register in the name of the Noteholder Collateral Agent or any of its nominees any or all of the Security Collateral, subject only to the revocable rights specified in Section 13(a11(a), (Bii) exchange certificates or instruments representing or evidencing Security Collateral for certificates or instruments of smaller or larger denominations, and (Ciii) convert Security Collateral consisting of financial assets credited to any Securities Account to Security Collateral consisting of financial assets held directly by the Noteholder Collateral Agent, and to convert Security Collateral consisting of financial assets held directly by the Noteholder Collateral Agent to Security Collateral consisting of financial assets credited to any Securities Account.
(b) Each Grantor acknowledges and 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 interest in any 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 such interest as a “security” within the meaning of Article 8 of the UCC, nor shall such interest be represented by a certificate, unless such Grantor provides prior written notification to the Noteholder Collateral Agent of such election and such interest is thereafter represented by a certificate that is promptly delivered to the Noteholder Collateral Agent pursuant to the terms hereof.
(c) With respect to any Security Collateral that constitutes an uncertificated security that has an individual par value equal to or exceeding $1,000,000 in which any Grantor has any right, title or interest and that constitutes an uncertificated securityinterest, such Grantor will promptly notify the Noteholder Collateral Agent thereof and, (i) if so requested by the 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 $1,000,000) or (ii) solely in the case of Security Collateral representing Equity Interests in a Subsidiary, upon the request of the Collateral Agent, 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 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 authenticated record to be in form and substance satisfactory to the Collateral Agentthereof. During the continuation of an Event of Default, with respect to any Security Collateral in which any Grantor has any right, title or interest, promptly upon the request of the Collateral Agent, such Grantor will notify each such issuer of Security Collateral that such Security Collateral is subject to the security interest granted hereunder.
(cd) Except for checks payable to a Grantor constituting an Instrument and deposited in accordance with the terms of the Indenture and as otherwise set forth herein, if any amount payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument, certificated security or Chattel Paper (other than Electronic Chattel Paper), such Instrument, certificated security or Chattel Paper shall be promptly delivered to the Noteholder Collateral Agent (unless the Administrative Bank Collateral Agent (as defined in the Intercreditor Agreement) is granted a prior security interest in such Collateral and the same is required to be delivered (and is delivered) to the Administrative Bank Collateral Agent for the benefit of the Secured Parties pursuant to the Intercreditor AgreementAgreement because the same constitutes Revolving Facility First Lien Collateral), duly endorsed in a manner reasonably satisfactory to the Noteholder Collateral Agent, to be held as Collateral pursuant to this Agreement; provided that, unless an Event of Default has occurred and is continuing, the Grantors shall not be required to deliver the same pursuant to this clause (cd) to the extent that the aggregate value of the Collateral referred to in this clause (d) not so delivered does not exceed $5,000,0001,000,000.
Appears in 1 contract
Samples: Collateral Agreement (Affinia Group Intermediate Holdings Inc.)
Delivery and Control of Security Collateral. (i) All certificates representing or evidencing the Pledged Equity and (ii) all instruments representing or evidencing 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 $2,500,0001,000,000), shall be delivered to and held by or on behalf of the Noteholder Collateral Agent pursuant hereto (unless the Administrative Agent (as defined in the Intercreditor Agreement) is granted a prior security interest in such certificates and instruments and the same are required to be delivered (and are delivered) to the Administrative Agent for the benefit of the 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 satisfactory to the Noteholder Collateral Agent; 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. During the continuation of an Event of Default, the Noteholder Collateral Agent shall have the right, at any time in its discretion and without notice to any Grantor, to (Ai) transfer to or to register in the name of the Noteholder Collateral Agent or any of its nominees any or all of the Security Collateral, subject only to the revocable rights specified in Section 13(a11(a), (Bii) exchange certificates or instruments representing or evidencing Security Collateral for certificates or instruments of smaller or larger denominations, and (Ciii) convert Security Collateral consisting of financial assets credited to any Securities Account to Security Collateral consisting of financial assets held directly by the Noteholder Collateral Agent, and to convert Security Collateral consisting of financial assets held directly by the Noteholder Collateral Agent to Security Collateral consisting of financial assets credited to any Securities Account.
(b) Each Grantor acknowledges and 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 interest in any 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 such interest as a “security” within the meaning of Article 8 of the UCC, nor shall such interest be represented by a certificate, unless such Grantor provides prior written notification to the Noteholder Collateral Agent of such election and such interest is thereafter represented by a certificate that is promptly delivered to the Noteholder Collateral Agent pursuant to the terms hereof.
(c) With respect to any Security Collateral in which any Grantor has any right, title or interest and that constitutes an uncertificated security, such Grantor will promptly notify the Noteholder Collateral Agent thereof and, at the Noteholder Collateral Agent’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Noteholder Collateral Agent, either (i) if so requested by cause the issuer to agree to comply with instructions from the Noteholder 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 such securities, without further consent of $1,000,000) any Grantor or such nominee, or (ii) solely in arrange for the case of Security Collateral representing Equity Interests in a Subsidiary, upon the request of the Collateral Agent, cause the issuer thereof either (x) to register the Noteholder Collateral Agent as to become the registered owner of such security or (y) to agree in an authenticated record 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 authenticated record to be in form and substance satisfactory to the Collateral Agentsecurities. During the continuation of an Event of Default, with respect to any Security Collateral in which any Grantor has any right, title or interest, promptly upon the request of the Noteholder Collateral Agent, such Grantor will notify each such issuer of Security Collateral that such Security Collateral is subject to the security interest granted hereunder.
(cd) Except as otherwise set forth herein, if any amount payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument, certificated security or Chattel Paper, such Instrument, certificated security or Chattel Paper shall be promptly delivered to the Noteholder Collateral Agent (unless delivered to the Administrative Bank Collateral Agent (as defined in the Intercreditor Agreement) is granted a prior security interest in such Collateral and because the same is required to be delivered (and is delivered) to the Administrative Agent for the benefit of the Secured Parties pursuant to the Intercreditor Agreementconstitutes Revolving Faciltiy First Lien Collateral), duly endorsed in a manner satisfactory to the Noteholder Collateral Agent, to be held as Collateral pursuant to this Agreement and, if applicable, the Intercreditor Agreement; , provided that, unless an Event of Default has occurred and is continuing, the Grantors shall not be required to deliver the same pursuant to this clause (cd) to the extent that the aggregate value of the Collateral not so delivered does not exceed $5,000,0001,000,000.
Appears in 1 contract
