Common use of Exercise of Company Rights Clause in Contracts

Exercise of Company Rights. (a) So long as no Event of Default shall have occurred and be continuing Grantors may receive, retain and use, any and all Company Rights to Payment paid in respect of the Collateral; provided, however, that any and all Company Rights to Payment paid or payable other than in cash with a value in excess of $1,000,000 in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Company Rights shall be, and shall promptly be delivered to Collateral Agent to hold as, Company Rights and shall, if received by any Grantor, be received in trust for the benefit of Collateral Agent, be segregated from the other property or funds of such Grantor, and be promptly delivered to Collateral Agent in the exact form received with any necessary endorsement, to be held by Collateral Agent as Collateral. (b) So long as no Event of Default shall have occurred and be continuing, Grantors may exercise any and all voting rights pertaining to the Company Rights and Other Company Rights for any purpose not inconsistent with the terms of this Agreement. (c) Upon the occurrence and during the continuance of an Event of Default and upon notice from the Collateral Agent of its intent to exercise remedies: (i) all rights of each Grantor to receive and retain the Company Rights to Payment which it would otherwise be authorized to receive and retain pursuant to subsection (a) of this section shall automatically cease, and all such rights shall thereupon become vested in Collateral Agent which shall thereupon have the sole right to receive and hold as Collateral such Company Rights to Payment; (ii) all rights of each Grantor to exercise any voting rights pertaining to the Company Rights and Other Company Rights pursuant to subsection (b) of this section shall cease upon Collateral Agent giving such Grantor notice of Collateral Agent’s intention to exercise its rights under this section, and all such rights of such Grantor shall thereupon become vested in Collateral Agent which shall thereupon have the sole right to exercise any and all voting rights pertaining to the Company Rights and Other Company Rights; (iii) Collateral Agent may at its option exercise any and all rights of conversion, exchange, subscription or any other rights, privileges or options pertaining to any of the Company Rights, as if it were the absolute owner thereof, including, without limitation, the right to exchange, in its discretion, any and all of the Company Rights upon the merger, consolidation, reorganization, recapitalization or other adjustment of any Company, or upon the exercise by any Company of any right, privilege or option pertaining to any Company Rights, and, in connection therewith, to deposit and deliver any and all of the Company Rights with any committee, depository, transfer agent, registrar or other designated agent upon such terms and conditions as it may determine and any and all rights to dissolve any Company or to compel distribution of any Company’s assets, all without liability except to account for property actually received by Collateral Agent, but Collateral Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing; and (iv) all Company Rights to Payments which are received by any Grantor contrary to the provisions of subsection (c)(i) of this section shall be received in trust for the benefit of Collateral Agent, shall be segregated from other funds of such Grantor, and shall be forthwith paid over to Collateral Agent as Company Rights in the exact form received, to be held by Collateral Agent as Collateral. (d) Each Grantor hereby authorizes and instructs each Company to (i) comply with any instruction received by it from Collateral Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Company shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, upon its receipt of instruction from the Collateral Agent in writing (A) stating that an Event of Default has occurred and is continuing and (B) that is otherwise in accordance with the terms of this Agreement, pay any Company Rights to Payments directly to Collateral Agent.

Exercise of Company Rights. (a) So long as no Event of Default shall have occurred and be continuing Grantors may receive, retain and use, free and clear of any Lien created hereby, any and all Company Rights to Payment paid in respect of the Collateral; , provided, however, that any and all Company Rights to Payment paid or payable other than in cash with a value in excess of $1,000,000 in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Company Rights shall be, and shall promptly forthwith be delivered to Collateral Agent Secured Party to hold as, Company Rights and shall, if received by any Grantor, be received received, segregated, held in trust for the benefit of Collateral Agent, be segregated from the other property or funds of such Grantor, and be promptly delivered to Collateral Agent in the exact form received with any necessary endorsement, to be held by Collateral Agent as Collateralset forth above. (b) So long as no Event of Default shall have occurred and be continuingAnything herein to the contrary notwithstanding, Grantors may at all times exercise any and all voting rights pertaining to the Company Rights and Other Company Rights for any purpose not inconsistent with the terms of this Agreement. (c) Upon the occurrence and during the continuance of an Event of Default and upon notice from the Collateral Agent of its intent to exercise remediesDefault: (i) all rights of each Grantor to receive and retain the Company Rights to Payment which it would otherwise be authorized to receive and retain pursuant to subsection (a) of this section shall automatically cease, and all such rights shall thereupon become vested in Collateral Agent Secured Party which shall thereupon have the sole right to receive and hold as Collateral such Company Rights to Payment; (ii) all rights without limiting the generality of each Grantor to exercise any voting rights pertaining to the Company Rights and Other Company Rights pursuant to subsection (b) of this section shall cease upon Collateral Agent giving such Grantor notice of Collateral Agent’s intention to exercise its rights under this sectionforegoing, and all such rights of such Grantor shall thereupon become vested in Collateral Agent which shall thereupon have the sole right to exercise any and all voting rights pertaining to the Company Rights and Other Company Rights; (iii) Collateral Agent Secured Party may at its option exercise any and all rights of conversion, exchange, subscription or any other rights, privileges or options pertaining to any of the Company Rights, other than voting rights pertaining to the Company Rights, as if it were the absolute owner thereof, including, without limitation, the right to exchange, in its discretion, any and all of the Company Rights upon the merger, consolidation, reorganization, recapitalization or other adjustment of any Company, or upon the exercise by any Company of any right, privilege or option pertaining to any Company Rights, and, in connection therewith, to deposit and deliver any and all of the Company Rights with any committee, depository, transfer agent, registrar or other designated agent upon such terms and conditions as it may determine and any and all rights to dissolve any Company or to compel distribution of any Company’s assets, all without liability except to account for property actually received by Collateral Agent, but Collateral Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing; and (iviii) all Company Rights to Payments which are received by any Grantor contrary to the provisions of subsection (c)(i) of this section shall be received in trust for the benefit of Collateral AgentSecured Party, shall be segregated from other funds of such Grantor, and shall be forthwith paid over to Collateral Agent Secured Party as Company Rights in the exact form received, to be held by Collateral Agent Secured Party as Collateral. (d) Each Grantor hereby authorizes and instructs each Company to (i) comply with any instruction received by it from Collateral Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Company shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, upon its receipt of instruction from the Collateral Agent in writing (A) stating that an Event of Default has occurred and is continuing and (B) that is otherwise in accordance with the terms of this Agreement, pay any Company Rights to Payments directly to Collateral Agent.

Exercise of Company Rights. (a) So long as no Event of Default shall have occurred and be continuing Grantors may receive, retain and use, free and clear of any security interests created hereby, any and all Company Rights to Payment paid in respect of the Collateral; , provided, however, that any and all Company Rights to Payment paid or payable other than in cash with a value in excess of $1,000,000 in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Company Rights shall be, and shall promptly forthwith be delivered to the Collateral Agent to hold as, Company Rights and shall, if received by any Grantor, be received received, segregated, held in trust for the benefit of Collateral Agent, be segregated from the other property or funds of such Grantor, and be promptly delivered to Collateral Agent in the exact form received with any necessary endorsement, to be held by Collateral Agent as Collateralset forth above. (b) So long as no Event of Default shall have occurred and be continuingAnything herein to the contrary notwithstanding, Grantors may at all times exercise any and all voting rights pertaining to the Company Rights and Other Company Rights for any purpose not inconsistent with the terms of this Security Agreement. (c) Upon the occurrence and during the continuance of an Event of Default and upon notice from the Collateral Agent of its intent to exercise remediesDefault: (i) all rights of each Grantor to receive and retain the Company Rights to Payment which it would otherwise be authorized to receive and retain pursuant to subsection (a) of this section shall automatically cease, and all such rights shall thereupon become vested in the Collateral Agent which shall thereupon have the sole right to receive and hold as Collateral such Company Rights to Payment; (ii) all rights without limiting the generality of each Grantor to exercise any voting rights pertaining to the Company Rights and Other Company Rights pursuant to subsection (b) of this section shall cease upon Collateral Agent giving such Grantor notice of Collateral Agent’s intention to exercise its rights under this sectionforegoing, and all such rights of such Grantor shall thereupon become vested in Collateral Agent which shall thereupon have the sole right to exercise any and all voting rights pertaining to the Company Rights and Other Company Rights; (iii) Collateral Agent may at its option exercise any and all rights of conversion, exchange, subscription or any other rights, privileges or options pertaining to any of the Company Rights, other than voting rights pertaining to the Company Rights, as if it were the absolute owner thereof, including, without limitation, the right to exchange, in its discretion, any and all of the Company Rights upon the merger, consolidation, reorganization, recapitalization or other adjustment of any Company, or upon the exercise by any Company of any right, privilege or option pertaining to any Company Rights, and, in connection therewith, to deposit and deliver any and all of the Company Rights with any committee, depository, transfer agent, registrar or other designated agent upon such terms and conditions as it may determine and any and all rights to dissolve any Company or to compel distribution of any Company’s assets, all without liability except to account for property actually received by Collateral Agent, but Collateral Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing; and (iviii) all Company Rights to Payments which are received by any Grantor contrary to the provisions of subsection (c)(i) of this section shall be received in trust for the benefit of the Collateral Agent, shall be segregated from other funds of such Grantor, and shall be forthwith paid over to the Collateral Agent as Company Rights in the exact form received, to be held by the Collateral Agent as Collateral. (d) Each Grantor hereby authorizes and instructs each Company to (i) comply with any instruction received by it from Collateral Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Company shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, upon its receipt of instruction from the Collateral Agent in writing (A) stating that an Event of Default has occurred and is continuing and (B) that is otherwise in accordance with the terms of this Agreement, pay any Company Rights to Payments directly to Collateral Agent.

Exercise of Company Rights. (a) So long as no Event of Default shall have occurred and be continuing Grantors may receive, retain and use, free and clear of any Lien created hereby, any and all Company Rights to Payment paid in respect of the Collateral; , provided, however, that any and all Company Rights to Payment paid or payable other than in cash with a value in excess of $1,000,000 in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, any Company Rights shall be, and shall promptly forthwith be delivered to Collateral Agent Secured Party to hold as, Company Rights and shall, if received by any Grantor, be received in trust for the benefit of Collateral AgentSecured Party, be segregated from the other property or funds of such Grantor, and be promptly forthwith delivered to Collateral Agent Secured Party in the exact form received with any necessary endorsement, to be held by Collateral Agent Secured Party as Collateral. (b) So long as no Event of Default shall have occurred and be continuingAnything herein to the contrary notwithstanding, Grantors may at all times exercise any and all voting rights pertaining to the Company Rights and Other Company Rights for any purpose not inconsistent with the terms of this Agreement. (c) Upon the occurrence and during the continuance of an Event of Default and upon notice from the Collateral Agent of its intent to exercise remediesDefault: (i) all rights of each Grantor to receive and retain the Company Rights to Payment which it would otherwise be authorized to receive and retain pursuant to subsection (a) of this section shall automatically cease, and all such rights shall thereupon become vested in Collateral Agent Secured Party which shall thereupon have the sole right to receive and hold as Collateral such Company Rights to Payment; (ii) all rights without limiting the generality of each Grantor to exercise any voting rights pertaining to the Company Rights and Other Company Rights pursuant to subsection (b) of this section shall cease upon Collateral Agent giving such Grantor notice of Collateral Agent’s intention to exercise its rights under this sectionforegoing, and all such rights of such Grantor shall thereupon become vested in Collateral Agent which shall thereupon have the sole right to exercise any and all voting rights pertaining to the Company Rights and Other Company Rights; (iii) Collateral Agent Secured Party may at its option exercise any and all rights of conversion, exchange, subscription or any other rights, privileges or options pertaining to any of the Company Rights, other than voting rights pertaining to the Company Rights, as if it were the absolute owner thereof, including, without limitation, the right to exchange, in its discretion, any and all of the Company Rights upon the merger, consolidation, reorganization, recapitalization or other adjustment of any Company, or upon the exercise by any Company of any right, privilege or option pertaining to any Company Rights, and, in connection therewith, to deposit and deliver any and all of the Company Rights with any committee, depository, transfer agent, registrar or other designated agent upon such terms and conditions as it may determine and any and all rights to dissolve any Company or to compel distribution of any Company’s assets, all without liability except to account for property actually received by Collateral Agent, but Collateral Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing; and (iviii) all Company Rights to Payments which are received by any Grantor contrary to the provisions of subsection (c)(i) of this section shall be received in trust for the benefit of Collateral AgentSecured Party, shall be segregated from other funds of such Grantor, and shall be forthwith paid over to Collateral Agent Secured Party as Company Rights in the exact form received, to be held by Collateral Agent Secured Party as Collateral. (d) Each Grantor hereby authorizes and instructs each Company to (i) comply with any instruction received by it from Collateral Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Company shall be fully protected in so complying, and (ii) unless otherwise expressly permitted hereby, upon its receipt of instruction from the Collateral Agent in writing (A) stating that an Event of Default has occurred and is continuing and (B) that is otherwise in accordance with the terms of this Agreement, pay any Company Rights to Payments directly to Collateral Agent.