Investment Property. (a) If such Grantor shall become entitled to receive or shall receive any certificate (including, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Equity Interests of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, having a value in excess of $1,000,000 such Grantor shall accept the same as the agent of the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties, hold the same in trust for the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties and deliver the same forthwith to the Shared Collateral Agent in the exact form received, duly indorsed by such Grantor to the Shared Collateral Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Grantor and with, if the Shared Collateral Agent so requests, signature guaranteed, to be held by the Shared Collateral Agent, subject to the terms hereof, as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations. Any sums paid upon or in respect of the Investment Property upon the liquidation or dissolution of any Issuer shall be paid over to the Shared Collateral Agent to be held by it hereunder as additional collateral security for the (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations, and in case any distribution of capital shall be made on or in respect of the Investment Property or any property shall be distributed upon or with respect to the Investment Property pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Shared Collateral Agent, be delivered to the Shared Collateral Agent to be held by it hereunder as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations. If any sums of money or property so paid or distributed in respect of the Investment Property shall be received by such Grantor, such Grantor shall, until such money or property is paid or delivered to the Shared Collateral Agent, hold such money or property in trust for the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties, segregated from other funds of such Grantor, as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Guarantor, the Obligations. (b) Without the prior written consent of the Shared Collateral Agent, such Grantor will not (i) vote to enable, or take any other action to permit, any Issuer to issue any Equity Interests of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any Equity Interests of any nature of any Issuer, except to the extent permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Investment Property or Proceeds thereof (except pursuant to a transaction permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement), (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement and the Liens permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Shared Collateral Agent to sell, assign or transfer any of the Investment Property or Proceeds thereof. (c) In the case of each Grantor which is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Investment Property issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Shared Collateral Agent promptly in writing of the occurrence of any of the events described in Section 5.9(a) with respect to the Investment Property issued by it and (iii) the terms of Sections 7.3(c) and 7.7 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.3(c) or 7.7 with respect to the Investment Property issued by it.
Appears in 5 contracts
Samples: Credit Agreement (Dex Media, Inc.), Credit Agreement (Dex Media, Inc.), Loan Agreement (Supermedia Inc.)
Investment Property. (a) If any of the Collateral shall be or become evidenced or represented by an uncertificated security, such Grantor shall cause the Issuer thereof either (i) to register the Agent as the registered owner of such uncertificated security, upon original issue or registration of transfer or (ii) to agree in writing with such Grantor and the Agent that such Issuer will comply with instructions with respect to such uncertificated security originated by the Agent without further consent of such Grantor, such agreement to be in substantially the form of Exhibit F or such other form as the Agent shall approve.
(b) If any of the Collateral shall be or become evidenced or represented by a security entitlement, such Grantor shall cause the securities intermediary with respect to such security entitlement either (i) to identify in its records the Agent as having such security entitlement against such securities intermediary or (ii) to agree in writing 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 substantially the form of Exhibit G or such other form as the Agent shall approve.
(c) If any of the Collateral shall be or become evidenced or represented by a commodity contract, such 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 Agent without further consent of such Grantor, such agreement to be in substantially the form of Exhibit H or such other form as the Agent shall approve.
(d) If any of the Collateral shall be or become evidenced or represented by or held in a securities account or a commodity account, such Grantor shall, in the case of a securities account, comply with subsection (b) of this Section 7.08 with respect to all security entitlements carried in such securities account and, in the case of a commodity account, comply with subsection (c) of this Section 7.08 with respect to all commodity contracts carried in such commodity account.
(e) If such Grantor shall become entitled to receive or shall receive any stock or other ownership certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Equity Interests capital stock or other equity interests of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of or other ownership interests in the Pledged Stock, or otherwise in respect thereof, having a value in excess of $1,000,000 such Grantor shall accept the same as the agent of the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured PartiesCreditors, hold the same in trust for the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties Creditors and deliver the same forthwith to the Shared Collateral Agent in the exact form received, duly indorsed endorsed by such Grantor to the Shared Collateral Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Grantor and with, if the Shared Collateral Agent so requests, signature guaranteed, to be held by the Shared Collateral Agent, subject to the terms hereof, as additional collateral security for the Secured Obligations.
(xf) Subject to Section 7.08(h) hereof, such Grantor shall be entitled:
(i) to exercise, as it shall think fit, but in a manner not inconsistent with the terms hereof and of the Credit Agreement, the voting power with respect to the Pledged Stock of such Grantor, and for that purpose the Agent shall (if any Pledged Stock shall be registered in the case name of the Dex Shared GrantorsAgent or its nominee) execute or cause to be executed from time to time, at the Dex Borrower Obligationsexpense of such Grantor, such proxies or other instruments in favor of such Grantor or its nominee, in such form and for such purposes as shall be reasonably required by such Grantor and shall be specified in a written request therefor, to enable it to exercise such voting power with respect to the Pledged Stock; and
(ii) except as otherwise provided in paragraphs (g) and (yh) of this Section 7.08, to receive and retain for its own account any and all payments made in the case respect of the Universal Shared Grantors, Pledged Securities to the Obligations. extent such are permitted pursuant to the terms of the Credit Agreement.
(g) Any sums paid upon or in respect of the Investment Property Pledged Securities upon the liquidation or dissolution of any Issuer shall be paid over to the Shared Collateral Agent to be held by it hereunder as additional collateral security for the (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Secured Obligations, and in case any distribution of capital shall be made on or in respect of the Investment Property Pledged Securities or any property shall be distributed upon or with respect to the Investment Property Pledged Securities pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Shared Collateral Agent, be delivered to the Shared Collateral Agent to be held by it hereunder as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Secured Obligations. If any sums of money or property so paid or distributed in respect of the Investment Property Pledged Securities shall be received by such Grantor, such Grantor shall, until such money or property is paid or delivered to the Shared Collateral Agent, hold such money or property in trust for the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured PartiesCreditors, segregated from other funds of such Grantor, as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Guarantor, the Secured Obligations.
(bh) Upon the occurrence and during the continuance of any Event of Default, all rights of such Grantor to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 7.08(f)(i) hereof and to receive the payments pursuant to Section 7.08(f)(ii) hereof shall cease, and thereupon the Agent shall be entitled to exercise all voting power with respect to the Pledged Securities and to receive and retain, as additional collateral hereunder, any and all such payments any time declared or paid upon any of the Pledged Securities during such an Event of Default and otherwise to act with respect to the Pledged Securities as outright owner thereof.
(i) At any time and from time to time with respect to Pledged Securities other than Pledged Stock either Borrower or a Subsidiary of either Borrower and at any time and from time to time during the continuance of an Event of Default with respect to Pledged Stock of a Subsidiary of either Borrower, the Agent may cause all or any of the Pledged Securities to be transferred to or registered in its name or the name of its nominee or nominees.
(j) Without the prior written consent of the Shared Collateral Agent, such Grantor will not (i) vote to enable, or take any other action to permit, any Issuer to issue any Equity Interests of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any Equity Interests of any nature of any Issuer, except to the extent permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, any of the Investment Property or Proceeds thereof or any interest therein (except pursuant to a transaction permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement), (iiiii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests Security Interests created by this Agreement and the except for non-consensual Liens permitted by each of the Credit AgreementsAgreement, the Intercreditor Agreement and this Agreement or (iviii) enter into any agreement or undertaking expressly restricting the right or ability foreclosure of such Grantor or the Shared Collateral Agent to sell, assign or transfer Agent’s Security Interest in any of the Investment Property or Proceeds thereofthereof or any interest therein.
(ck) In the case of each Grantor which is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Investment Property Pledged Securities issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Shared Collateral Agent promptly in writing of the occurrence of any of the events described in Section 5.9(a7.08(e) or Section 7.08(g) with respect to the Investment Property Pledged Securities issued by it and (iii) the terms of Sections 7.3(cSection 13.04(c) and 7.7 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.3(c) or 7.7 with respect to the Investment Property Pledged Securities issued by it. Each Grantor which is an Issuer consents to the grant of a Security Interest in capital stock or other equity interests of such Issuer the exercise of rights by the Agent in respect of such capital stock or other equity interests, including (to the extent permitted hereunder) the foreclosure thereon and the Agent, its nominee or transferee becoming a partner or member of any such Issuer that is a partnership or limited liability company.
Appears in 4 contracts
Samples: Guarantee and Collateral Agreement (PNG Ventures Inc), Guarantee and Collateral Agreement (Earth Biofuels Inc), Guarantee and Collateral Agreement (PNG Ventures Inc)
Investment Property. (a) If such Grantor shall become entitled to receive or shall receive any certificate Certificated Security (including, without limitation, including any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option options or rights in respect of the Equity Interests of in any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of or other ownership interests in the Pledged StockEquity Interests, or otherwise in respect thereof, having a value in excess of $1,000,000 such Grantor shall accept the same as the agent of the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties, hold the same in trust for the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties and deliver the same forthwith promptly to the Shared Collateral Administrative Agent in the exact form received, duly indorsed endorsed by such Grantor to the Shared Collateral Administrative Agent, if required, together with an undated stock power or similar instrument of transfer covering such certificate Certificated Security duly executed in blank by such Grantor and with, if the Shared Collateral Agent so requests, signature guaranteedGrantor, to be held by the Shared Collateral Administrative Agent, subject to the terms hereof, as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations. Any sums paid upon or in respect of the Investment Property upon the liquidation or dissolution of any Issuer shall be paid over to the Shared Collateral Agent to be held by it hereunder as additional collateral security for the (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations, and in case any distribution of capital shall be made on or in respect of the Investment Property or any property shall be distributed upon or with respect to the Investment Property pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Shared Collateral Agent, be delivered to the Shared Collateral Agent to be held by it hereunder as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations. If any sums of money or property so paid or distributed in respect of the Investment Property shall be received by such Grantor, such Grantor shall, until such money or property is paid or delivered to the Shared Collateral Agent, hold such money or property in trust for the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties, segregated from other funds of such Grantor, as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Guarantor, the Obligations.
(bi) Without the prior written consent of the Shared Collateral Administrative Agent, such Grantor will shall not (i) vote to enable, or take any other action to permit, any Issuer issuer of Pledged Equity Interests to issue any Equity Interests stock, partnership interests, limited liability company interests or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any Equity Interests stock, partnership interests, limited liability company interests or other equity securities of any nature of any Issuersuch issuer (except, except in each case, pursuant to the extent a transaction expressly permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement), (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, any of the Investment Property constituting Collateral or Proceeds thereof or any interest therein (except except, in each case, pursuant to a transaction permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement), (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement and the Liens or any Lien permitted by each thereon pursuant to Section 6.02 of the Credit AgreementsAgreement, the Intercreditor Agreement and this Agreement or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Shared Collateral Administrative Agent to sell, assign or transfer any of the Investment Property or Proceeds thereof or any interest therein or except as permitted by the Credit Agreement, or (v) cause or permit any Issuer of any Pledged Partnership Interests or Pledged LLC Interests which are not securities (for purposes of the New York UCC) on the date hereof to elect or otherwise take any action to cause such Pledged Partnership Interests or Pledged LLC Interests to be treated as securities for purposes of the New York UCC; provided, however, notwithstanding the foregoing, if any Issuer of any Pledged Partnership Interests or Pledged LLC Interests takes any such action in violation of the provisions in this clause (v), such Grantor shall promptly notify the Administrative Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish the Administrative Agent’s “control” thereof.
(cii) In the case of each Grantor which is an Issuer, such Issuer agrees that (i) it will shall be bound by the terms of this Agreement relating to the Investment Property Pledged Collateral issued by it and will shall comply with such terms insofar as such terms are applicable to it, (ii) it will shall notify the Shared Collateral Administrative Agent promptly concurrently with delivery of the financial statements required under Section 5.04(b) of the Credit Agreement in writing of the occurrence of any of the events described in Section 5.9(a5.4(a) with respect to the Investment Property Pledged Collateral issued by it and (iii) the terms of Sections 7.3(c6.3(c) and 7.7 6.7 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.3(c6.3(c) or 7.7 6.7 with respect to the Investment Property Pledged Collateral issued by it. In addition, each Grantor which is either an Issuer or an owner of any Pledged Collateral hereby consents to the grant by each other Grantor of the security interest hereunder in favor of the Administrative Agent and to the transfer of any Pledged Collateral to the Administrative Agent or its nominee following an Event of Default and to the substitution of the Administrative Agent or its nominee as a partner, member or shareholder of the Issuer of the related Pledged Collateral.
Appears in 4 contracts
Samples: Credit Agreement (Ollie's Bargain Outlet Holdings, Inc.), Guarantee and Collateral Agreement (Ollie's Bargain Outlet Holdings, Inc.), Guarantee and Collateral Agreement (Ollie's Bargain Outlet Holdings, Inc.)
Investment Property. (a) If such Grantor shall become entitled to receive or shall receive any certificate (including, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization)certificate, option or rights in respect of the Equity Interests equity interests (other than the equity interests not required to be pledged hereunder) of any IssuerIssuer of Pledged Equity, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged StockEquity, or otherwise in respect thereof, having a value in excess of $1,000,000 such Grantor shall accept the same as the agent of the Shared Collateral Administrative Agent for and the benefit of the applicable Shared Collateral Secured PartiesLenders, hold the same in trust for the Shared Collateral Administrative Agent for and the benefit of the applicable Shared Collateral Secured Parties and Lenders and, if certificated, deliver the same forthwith to the Shared Collateral Administrative Agent in the exact form received, duly indorsed by such Grantor to the Shared Collateral Administrative Agent, if required, together with an undated stock power instrument of transfer covering such certificate duly executed in blank by such Grantor and with, if the Shared Collateral Agent so requests, signature guaranteedGrantor, to be held by the Shared Collateral Administrative Agent, subject to the terms hereof, as additional collateral security Collateral for the Secured Obligations (xand if uncertificated, shall promptly notify the Administrative Agent of its receipt thereof and take such actions as the Administrative Agent shall reasonably request to note the Administrative Agent’s Lien on such interest, right or option and to enable the Administrative Agent to exercise its rights with respect thereto (including the transfer thereof) in upon the case occurrence and during the continuance of an Event of Default without any action on the part of the Dex Shared GrantorsGrantor). Upon the occurrence and during the continuance of an Event of Default, the Dex Borrower Obligations, and (yi) in the case of the Universal Shared Grantors, the Obligations. Any any sums paid upon or in respect of the Investment Property upon the liquidation or dissolution of any Issuer shall be paid over to the Shared Collateral Administrative Agent to be held by it hereunder as additional collateral security Collateral for the (x) in the case of the Dex Shared Grantors, the Dex Borrower Secured Obligations, and (yii) in the case of the Universal Shared Grantors, the Obligations, and in case any distribution of capital shall be made on or in respect of the Investment Property or any property shall be distributed upon or with respect to the Investment Property pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest Lien in favor of the Shared Collateral Administrative Agent, be delivered to the Shared Collateral Administrative Agent to be held by it hereunder as additional collateral security Collateral for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Secured Obligations. If Upon the occurrence and during the continuance of an Event of Default, if any sums of money or property so paid or distributed in respect of the Investment Property shall be received by such Grantor, such Grantor shall, until such money or property is paid or delivered to the Shared Collateral Administrative Agent, hold such money or property in trust for the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured PartiesLenders, segregated from other funds of such Grantor, as additional collateral security Collateral for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Guarantor, the Secured Obligations.
(b) Without the prior written consent of the Shared Collateral Administrative Agent, such Grantor will not (i) vote to enable, or take any other action to permit, any Issuer of Pledged Equity to issue any Equity Interests equity interests of any nature or to issue any other securities or interests convertible into or granting the right to purchase or exchange for any Equity Interests equity interests of any nature of any IssuerIssuer of Pledged Equity, except to the extent except, in each case, as permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Investment Property or Proceeds thereof (except pursuant to a transaction expressly permitted by each of the Credit AgreementsAgreement) other than, with respect to Investment Property not constituting Pledged Equity or Pledged Notes, any such action which is not prohibited by the Intercreditor Agreement and this Credit Agreement), (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person other than such Grantor with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement and the Liens permitted by each of the Credit AgreementsPermitted Liens, the Intercreditor Agreement and this Agreement or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Shared Collateral Administrative Agent to sell, assign or transfer any of the Investment Property or Proceeds thereof, except, with respect to such Investment Property, shareholders’ agreements entered into by such Grantor with respect to Persons in which such Grantor maintains an ownership interest of 50% or less.
(c) In the case of each Grantor which is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Investment Property issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Shared Collateral Administrative Agent promptly in writing of the occurrence of any of the events described in Section 5.9(a5.5(a) with respect to the Investment Property issued by it and (iii) the terms of Sections 7.3(c6.3(c) and 7.7 6.7 shall apply to it, mutatis mutandis, such Grantor with respect to all actions that may be required of it pursuant to Section 7.3(c6.3(c) or 7.7 with respect to 6.7 regarding the Investment Property issued by it.
Appears in 4 contracts
Samples: Guaranty and Collateral Agreement (Russ Berrie & Co Inc), Guaranty and Collateral Agreement (Russ Berrie & Co Inc), Guaranty and Collateral Agreement (Russ Berrie & Co Inc)
Investment Property. (a) If such Grantor shall become entitled to receive or shall receive any stock certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Equity Interests Capital Stock of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, having a value in excess of $1,000,000 such Grantor shall accept the same as the agent of the Shared Collateral Agent Agents and the Lenders, hold the same for the benefit of the applicable Shared Collateral Secured Parties, hold Agents and the same in trust for the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties Lenders and deliver the same forthwith to the Shared Collateral Administrative Agent in the exact form received, duly indorsed by such Grantor to the Shared Collateral Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Grantor and with, if the Shared Collateral Agent so requests, signature guaranteed, to be held by the Shared Collateral Administrative Agent, subject to the terms hereof, as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations. Any sums paid upon or in respect of the Investment Property upon the liquidation or dissolution of any Issuer shall be paid over to the Shared Collateral Administrative Agent to be held by it hereunder as additional collateral security for the (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations, and in case any distribution of capital shall be made on or in respect of the Investment Property or any property shall be distributed upon or with respect to the Investment Property pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Shared Collateral Administrative Agent, be delivered to the Shared Collateral Administrative Agent to be held by it hereunder as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations. If any sums of money or property so paid or distributed in respect of the Investment Property shall be received by such Grantor, such Grantor shall, until such money or property is paid or delivered to the Shared Collateral Administrative Agent, hold such money or property in trust for the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured PartiesAgents and the Lenders, segregated from other funds of such Grantor, as additional collateral security for the Obligations. Notwithstanding the foregoing, the Grantors shall not be required to pay over to the Administrative Agent or deliver to the Administrative Agent as Collateral any proceeds of any liquidation or dissolution of any Issuer, or any distribution of capital or property in respect of any Investment Property, to the extent that (xi) in the case such liquidation, dissolution or distribution, if treated as a Disposition of the Dex Shared Grantorsrelevant Issuer, would be permitted by the Dex Borrower Obligations, Credit Agreement and (yii) in the case proceeds thereof are applied toward prepayment of Loans and reduction of Commitments to the Universal Shared Guarantor, extent required by the ObligationsCredit Agreement.
(b) Without the prior written consent of the Shared Collateral Administrative Agent, such Grantor will not (i) vote to enable, or take any other action to permit, any Issuer to issue any Equity Interests stock or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any Equity Interests stock or other equity securities of any nature of any Issuer, except to the extent permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Investment Property or Proceeds thereof (except pursuant to a transaction expressly permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement), (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement and the Liens permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Shared Collateral Administrative Agent to sell, assign or transfer any of the Investment Property or Proceeds thereofthereof (except pursuant to a transaction expressly permitted by the Credit Agreement).
(c) In the case of each Grantor which is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Investment Property issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Shared Collateral Administrative Agent promptly in writing of the occurrence of any of the events described in Section 5.9(a5.8(a) with respect to the Investment Property issued by it and (iii) the terms of Sections 7.3(c6.3(c) and 7.7 6.7 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.3(c6.3(c) or 7.7 6.7 with respect to the Investment Property issued by it.
Appears in 4 contracts
Samples: Guarantee and Collateral Agreement (Scientific Games Corp), Guarantee and Collateral Agreement (Scientific Games Corp), Guarantee and Collateral Agreement (Scientific Games Corp)
Investment Property. (a) If such Grantor shall become entitled to receive or shall receive any certificate (including, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Equity Interests of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, having a value in excess of $1,000,000 such Grantor shall accept the same as the agent of the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties, hold the same in trust for the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties and deliver the same forthwith to the Shared Collateral Agent in the exact form received, duly indorsed by such Grantor to the Shared Collateral Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Grantor and with, if the Shared Collateral Agent so requests, signature guaranteed, to be held by the Shared Collateral Agent, subject to the terms hereof, as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations. Any sums paid upon or in respect of the Investment Property upon the liquidation or dissolution of any Issuer shall be paid over to the Shared Collateral Agent to be held by it hereunder as additional collateral security for the (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations, and in case any distribution of capital shall be made on or in respect of the Investment Property or any property shall be distributed upon or with respect to the Investment Property pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Shared Collateral Agent, be delivered to the Shared Collateral Agent to be held by it hereunder as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations. If any sums of money or property so paid or distributed in respect of the Investment Property shall be received by such Grantor, such Grantor shall, until such money or property is paid or delivered to the Shared Collateral Agent, hold such money or property in trust for the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties, segregated from other funds of such Grantor, as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Guarantor, the Obligations.
(b) Without the prior written consent of the Shared Collateral Agent, such Grantor will not (i) vote to enable, or take any other action to permit, any Issuer to issue any Equity Interests of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any Equity Interests of any nature of any Issuer, except to the extent permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Investment Property or Proceeds thereof (except pursuant to a transaction permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement), (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement and the Liens permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Shared Collateral Agent to sell, assign or transfer any of the Investment Property or Proceeds thereof.
(c) In the case of each Grantor which is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Investment Property issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Shared Collateral Agent promptly in writing of the occurrence of any of the events described in Section 5.9(a5.7(a) with respect to the Investment Property issued by it and (iii) the terms of Sections 7.3(c6.3(c) and 7.7 6.6 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.3(c6.3(c) or 7.7 6.6 with respect to the Investment Property issued by it.
Appears in 3 contracts
Samples: Credit Agreement (DEX ONE Corp), Credit Agreement (DEX ONE Corp), Credit Agreement (DEX ONE Corp)
Investment Property. (a) If such Grantor shall become entitled to receive or shall receive any stock or other ownership certificate (including, without limitation, including any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Equity Interests of in any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of or other ownership interests in the Pledged StockSecurities, or otherwise in respect thereof, having a value in excess of $1,000,000 such Grantor shall accept the same as the agent of the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties, hold the same in trust for the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties and deliver the same forthwith promptly (but in no event later than 5 Business Days following receipt as may be extended by the Collateral Agent in its reasonable discretion) to the Shared Collateral Agent in the exact form received, duly indorsed endorsed by such Grantor to the Shared Collateral Agent, if required, together with an undated stock power or similar instrument of transfer covering such certificate duly executed in blank by such Grantor and with, if the Shared Collateral Agent so requests, signature guaranteed, to be held by the Shared Collateral Agent, subject to the terms hereofhereof and of the Credit Agreement, as additional collateral security Collateral for (x) in the case Obligations, except to the extent that any of the Dex Shared Grantorsforegoing actions could result in any Excluded Equity Interests being pledged hereunder. Upon the occurrence and during the continuance of an Event of Default, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations. Any any sums paid upon or in respect of the Investment Property Pledged Securities upon the liquidation or dissolution of any Issuer shall be paid over to the Shared Collateral Agent to be held by it hereunder as additional collateral security Collateral for the (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations, and in case any distribution of capital shall be made on or in respect of the Investment Property Pledged Securities or any property shall be distributed upon or with respect to the Investment Property Pledged Securities pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Shared Collateral Agent, be delivered to the Shared Collateral Agent to be held by it hereunder as additional collateral security Collateral for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations. If Upon the occurrence and during the continuance of an Event of Default, if any sums of money or property so paid or distributed in respect of the Investment Property Pledged Securities shall be received by such Grantor, such Grantor shall, shall until such money or property is paid or delivered to the Shared Collateral Agent, hold such money or property in trust for the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties, segregated from other funds of such Grantor, as additional collateral security Collateral for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Guarantor, the Obligations.
(b) Without the prior written consent of the Shared Collateral Agent, such Grantor will shall not (i) vote to enable, or take any other action to permit, any Issuer to issue any Equity Interests stock, partnership interests, limited liability company interests or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any Equity Interests stock, partnership interests, limited liability company interests or other equity securities of any nature of any IssuerIssuer (except, except in each case, pursuant to the extent permitted a transaction not prohibited by each of the Credit Agreements, the Intercreditor Agreement and this Agreement), (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, any of the Investment Property or Proceeds thereof or any interest therein (except except, in each case, pursuant to a transaction permitted not prohibited by each of the Credit Agreements, the Intercreditor Agreement and this Agreement), (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement and the Liens permitted by each of the Credit Agreementsor, the Intercreditor Agreement and this Agreement with respect to Investment Property or Proceeds other than Investment Property constituting any Pledged Equity Interests, any Permitted Lien, (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Shared Collateral Agent to sell, assign or transfer any of the Investment Property or Proceeds thereof or any interest therein or (v) without the prior written consent of the Collateral Agent (such consent not to be unreasonably withheld or delayed), cause or permit any Issuer of any Pledged Partnership Interests or Pledged LLC Interests which are not securities (for purposes of the New York UCC) on the date hereof to elect or otherwise take any action to cause such Pledged Partnership Interests or Pledged LLC Interests to be treated as securities for purposes of the New York UCC; provided, however, notwithstanding the foregoing, if any issuer of any Pledged Partnership Interests or Pledged LLC Interests takes any such action in violation of the provisions in this clause (v), such Grantor shall promptly notify the Collateral Agent in writing of any such election or action and, in such event, shall take all steps reasonably necessary to establish the Collateral Agent’s Control thereof; provided, further, that once Control is so established with respect to this clause (v), any default of this Section 5.07(b)(v) shall be deemed automatically cured as of such date.
(c) In the case of each Grantor which is an Issuer, such Issuer agrees that (i) it will shall be bound by the terms of this Agreement relating to the Investment Property Pledged Securities issued by it and will shall comply with such terms insofar as such terms are applicable to it, (ii) it will shall notify the Shared Collateral Agent promptly in writing of the occurrence of any of the events described in Section 5.9(a5.07(a) with respect to the Investment Property Pledged Securities issued by it and (iii) the terms of Sections 7.3(c6.03(c) and 7.7 6.07 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.3(c6.03(c) or 7.7 6.07 with respect to the Investment Property Pledged Securities issued by it. In addition, each Grantor which is either an Issuer or an owner of any Pledged Security hereby consents to the grant by each other Grantor of the security interest hereunder in favor of the Collateral Agent and to the transfer of any Pledged Security to the Collateral Agent or its nominee upon the occurrence and during the continuance of an Event of Default and to the substitution of the Collateral Agent or its nominee as a partner, member or shareholder of the Issuer of the related Pledged Security with all rights and powers related thereto.
Appears in 3 contracts
Samples: Guarantee and Collateral Agreement, Guarantee and Collateral Agreement (AAC Holdings, Inc.), Guarantee and Collateral Agreement (AAC Holdings, Inc.)
Investment Property. (a) If such Grantor shall become entitled to receive or shall receive any stock or other ownership certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the capital stock or other Pledged Equity Interests Interest of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of or other ownership interests in the Pledged StockEquity Interests, or otherwise in respect thereof, having a value in excess of $1,000,000 such Grantor shall accept the same as the agent of the Shared Collateral Agent for the benefit of the applicable Shared Collateral Priority Lien Secured Parties, hold the same in trust for the Shared Collateral Agent for the benefit of the applicable Shared Collateral Priority Lien Secured Parties and deliver the same forthwith to the Shared Collateral Agent in the exact form received, duly indorsed endorsed by such Grantor to the Shared Collateral Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Grantor and with, if the Shared Collateral Agent so requestsrequests (and the Collateral Agent hereby does so request), signature guaranteed, to be held by the Shared Collateral Agent, subject to the terms hereof, as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Priority Lien Obligations. Any sums paid upon or in respect of the Investment Property Pledged Equity Interests upon the liquidation or dissolution of any Issuer shall be paid over to the Shared Collateral Agent to be held by it hereunder as additional collateral security for the (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Priority Lien Obligations, and in case any distribution of capital shall be made on or in respect of the Investment Property Pledged Equity Interests or any property shall be distributed upon or with respect to the Investment Property Pledged Equity Interests pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Shared Collateral Agent, be delivered to the Shared Collateral Agent to be held by it hereunder as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Priority Lien Obligations. If any sums of money or property so paid or distributed in respect of the Investment Property Pledged Equity Interests shall be received by such Grantor, such Grantor shall, until such money or property is paid or delivered to the Shared Collateral Agent, hold such money or property in trust for the Shared Collateral Agent for the benefit of the applicable Shared Collateral Priority Lien Secured Parties, segregated from other funds of such Grantor, as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Guarantor, the Priority Lien Obligations.
(b) Without the prior written consent of the Shared Collateral Agent, such consent not to be unreasonably withheld, such Grantor will not (i) vote to enable, or take any other action to permit, any Issuer to issue any Equity Interests of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any Equity Interests of any nature of any Issuer, except to the extent permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Investment Property or Proceeds thereof (except pursuant to a transaction permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement), (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement and the Liens permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Shared Collateral Agent to sell, assign or transfer any of the Investment Property or Proceeds thereof or any interest therein or (ii) without the prior written consent of the Collateral Agent, such consent not to be unreasonably withheld, cause or permit any Issuer of any Pledged Partnership Interests or Pledged LLC Interests which are not securities (for purposes of the UCC) on the date hereof to elect or otherwise take any action to cause such Pledged Partnership Interests or Pledged LLC Interests to be treated as securities for purposes of the UCC; provided, however, that notwithstanding the foregoing, if any issuer of any Pledged Partnership Interests or Pledged LLC Interests takes any such action in violation of the foregoing in this clause (ii), such Grantor shall promptly notify the Collateral Agent in writing of any such election or action and, in such event, use commercially reasonable efforts to take steps necessary or advisable to establish the Collateral Agent’s “control” thereof.
(c) In the case of each Each Grantor which is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Investment Property Pledged Equity Interests issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Shared Collateral Agent promptly in writing of the occurrence of any of the events described in Section 5.9(a5.6(a) with respect to the Investment Property Pledged Equity Interests issued by it and (iii) the terms of Sections 7.3(c5.7(c) and 7.7 6.6 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.3(c5.7(c) or 7.7 6.6 with respect to the Investment Property Pledged Equity Interests issued by it.
Appears in 3 contracts
Samples: Collateral Agreement (Gogo Inc.), Collateral Agreement, Collateral Agreement (Gogo Inc.)
Investment Property. (a) If such Grantor shall become entitled to receive or shall receive any stock certificate or a certificate evidencing membership interests or partnership interests (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Equity Interests Capital Stock of any IssuerIssuer constituting Pledged Stock or Pledged LLC Interests, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged StockStock or the Pledged LLC Interests owned by such Grantor, or otherwise in respect thereof, having a value in excess of $1,000,000 such Grantor shall accept the same as the agent of the Shared Collateral Administrative Agent for and the benefit of the applicable Shared Collateral other Secured Parties, hold the same in trust for the Shared Collateral Administrative Agent for and the benefit of the applicable Shared Collateral other Secured Parties and deliver the same forthwith to the Shared Collateral Administrative Agent in the exact form received, duly indorsed endorsed by such Grantor to the Shared Collateral Agent, Administrative Agent if required, together with an undated stock power covering such certificate duly executed in blank by such Grantor and with, if the Shared Collateral Agent so requests, signature guaranteed, to be held by the Shared Collateral Administrative Agent, subject to the terms hereof, as additional collateral security for the obligations of such Grantor hereunder (xsubject to the limitation set forth in Section 6.9(c) in the case of the Dex Shared GrantorsCredit Agreement). Except as a result of a transaction permitted under the Credit Agreement, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations. Any any sums paid upon or in respect of the such Investment Property upon the liquidation or dissolution of any Issuer shall be paid over to applied by the Shared Collateral Agent to be held by it hereunder relevant Grantor as additional collateral security for the (x) set forth in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations, and in case any distribution of capital shall be made on or in respect of the Investment Property or any property shall be distributed upon or with respect to the Investment Property pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Shared Collateral Agent, be delivered to the Shared Collateral Agent to be held by it hereunder as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations. If any sums of money or property so paid or distributed in respect of the Investment Property shall be received by such Grantor, such Grantor shall, until such money or property is paid or delivered to the Shared Collateral Agent, hold such money or property in trust for the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties, segregated from other funds of such Grantor, as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Guarantor, the ObligationsCredit Agreement.
(b) Without the prior written consent of the Shared Collateral Administrative Agent, such Grantor will not (i) vote to enable, or take any other action to permit, any Issuer to issue any Equity Interests Dispose of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any Equity Interests of any nature of any Issuer, except to the extent permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Investment Property or Proceeds thereof constituting Collateral (except pursuant to a transaction permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement), ) or (iiiii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property or Proceeds thereofthereof constituting Collateral, or any interest therein, except for the security interests Liens created by this Agreement and the Liens permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Shared Collateral Agent to sell, assign or transfer any of the Investment Property or Proceeds thereofPermitted Liens.
(c) In the case of each Grantor which is an IssuerIssuer of Pledged Stock or Pledged LLC Interests, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Investment Property issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Shared Collateral Agent promptly in writing of the occurrence of any of the events described in Section 5.9(a) with respect to the Investment Property issued by it and (iiiii) the terms of Sections 7.3(c6.3(c) and 7.7 6.7 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.3(c6.3(c) or 7.7 6.7 with respect to the Investment Property issued by it.
Appears in 3 contracts
Samples: Guarantee and Security Agreement (21st Century Oncology Holdings, Inc.), Guarantee and Security Agreement (National Mentor Holdings, Inc.), Guarantee and Security Agreement (National Mentor Holdings, Inc.)
Investment Property. (a) If such With respect to its Investment Property whether now existing or hereafter created or acquired and wheresoever located, each Grantor shall become entitled represents, warrants and covenants to receive or shall receive any certificate (including, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Equity Interests of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, having a value in excess of $1,000,000 such Grantor shall accept the same as the agent of the Shared Collateral Administrative Agent for the benefit of the applicable Shared Collateral Secured PartiesParties that:
(i) Schedule 8(e) attached hereto contains a true and complete description of (x) the name and address of each securities intermediary with which such Grantor maintains a securities account in which Investment Property is or may at any time be credited or maintained, hold and (y) all other Investment Property of such Grantor other than interests in Subsidiaries in which such Grantor has granted a Lien to the same in trust for the Shared Collateral Administrative Agent for the benefit of the applicable Shared Collateral Secured Parties and deliver the same forthwith pursuant to the Shared Collateral Pledge Agreement.
(ii) Following the occurrence and during the continuance of an Event of Default, to the extent requested by the Administrative Agent in each instance, all Investment Property other than interests in Subsidiaries in which such Grantor has granted a Lien to the exact Administrative Agent for the benefit of the Secured Parties pursuant to the Pledge Agreement shall be maintained at all times in the form receivedof (a) certificated securities, which certificates shall have been delivered to the Administrative Agent together with duly indorsed executed undated stock powers endorsed in blank pertaining thereto, or (b) security entitlements credited to one or more securities accounts as to each of which the Administrative Agent has received (1) copies of the account agreement between the applicable securities intermediary and the Grantor and the most recent statement of account pertaining to such securities account (each certified to be true and correct by an officer of the Grantor) and (2) a Qualifying Control Agreement from the applicable securities intermediary which remains in full force and effect and as to which the Administrative Agent has not received any notice of termination.
(iii) All dividends and other distributions with respect to any of the Investment Property shall be subject to the security interest conferred hereunder, provided, however, that cash dividends paid to a Grantor as record owner of the Investment Property may be disbursed to and retained by such Grantor (subject to clause iv below), free from any Lien hereunder.
(iv) So long as no Default or Event of Default shall have occurred and be continuing, the Shared Collateral registration of Investment Property in the name of a Grantor as record and beneficial owner shall not be changed and such Grantor shall be entitled to exercise all voting and other rights and powers pertaining to Investment Property for all purposes not inconsistent with the terms hereof or of any Qualifying Control Agreement relating thereto.
(v) Upon the occurrence and during the continuance of any Default or Event of Default, at the option of the Administrative Agent, if requiredall rights of the Grantors to exercise the voting or consensual rights and powers which it is authorized to exercise pursuant to clause (iv) immediately above shall cease and the Administrative Agent may thereupon (but shall not be obligated to), together at its request, cause such Collateral to be registered in the name of the Administrative Agent or its nominee or agent for the benefit of the Secured Parties and/or exercise such voting or consensual rights and powers as appertain to ownership of such Collateral, and to that end each Grantor hereby appoints the Administrative Agent as its proxy, with full power of substitution, to vote and exercise all other rights as a shareholder with respect to such Investment Property upon the occurrence and during the continuance of any Default or Event of Default, which proxy is coupled with an undated stock power covering interest and is irrevocable until the Facility Termination Date, and each Grantor hereby agrees to provide such certificate duly executed further proxies as the Administrative Agent may request; provided, however, that the Administrative Agent in blank by its discretion may from time to time refrain from exercising, and shall not be obligated to exercise, any such Grantor voting or consensual rights or such proxy.
(vi) Upon the occurrence and withduring the continuance of any Default or Event of Default, if the Shared Collateral Agent so requests, signature guaranteed, to be held by the Shared Collateral Agent, subject to the terms hereof, as additional collateral security for (x) in the case all rights of the Dex Shared Grantors, the Dex Borrower Obligations, Grantors to receive and (y) in the case of the Universal Shared Grantors, the Obligations. Any sums paid retain cash dividends and other distributions upon or in respect to Investment Property pursuant to clause (iii) above shall cease and shall thereupon be vested in the Administrative Agent for the benefit of the Investment Property upon the liquidation or dissolution of any Issuer shall be paid over to the Shared Collateral Agent to be held by it hereunder as additional collateral security for the (x) in the case of the Dex Shared Grantors, the Dex Borrower ObligationsSecured Parties, and (y) in the case of the Universal Shared Grantorseach Grantor shall, the Obligationsor shall cause, all such cash dividends and in case any distribution of capital shall be made on or in respect of the Investment Property or any property shall be distributed upon or other distributions with respect to the Investment Property pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Shared Collateral Agent, be promptly delivered to the Shared Collateral Administrative Agent (together, if the Administrative Agent shall request, with any documents related thereto) to be held held, released or disposed of by it hereunder as additional collateral security for (x) in or, at the case option of the Dex Shared GrantorsAdministrative Agent, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations. If any sums of money or property so paid or distributed in respect of the Investment Property shall to be received by such Grantor, such Grantor shall, until such money or property is paid or delivered applied to the Shared Collateral Agent, hold such money or property in trust for the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties, segregated from other funds of such Grantor, as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Guarantor, the Obligations.
(b) Without the prior written consent of the Shared Collateral Agent, such Grantor will not (i) vote to enable, or take any other action to permit, any Issuer to issue any Equity Interests of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any Equity Interests of any nature of any Issuer, except to the extent permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Investment Property or Proceeds thereof (except pursuant to a transaction permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement), (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement and the Liens permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Shared Collateral Agent to sell, assign or transfer any of the Investment Property or Proceeds thereof.
(c) In the case of each Grantor which is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Investment Property issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Shared Collateral Agent promptly in writing of the occurrence of any of the events described in Section 5.9(a) with respect to the Investment Property issued by it and (iii) the terms of Sections 7.3(c) and 7.7 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.3(c) or 7.7 with respect to the Investment Property issued by it.
Appears in 3 contracts
Samples: Security Agreement (Asbury Automotive Group Inc), Security Agreement (Asbury Automotive Group Inc), Security Agreement (Asbury Automotive Group Inc)
Investment Property. (a) If such Grantor shall become entitled to receive or shall receive any certificate (including, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Equity Interests of any IssuerRestricted Subsidiary, which Equity Interests are required to have been pledged pursuant to clause (d) of the Collateral and Guarantee Requirement, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged StockEquity, or otherwise in respect thereof, having a value in excess of $1,000,000 such Grantor shall accept the same as the agent of the Shared Collateral Administrative Agent for and the benefit of the applicable Shared Collateral Secured PartiesLenders, hold the same in trust for the Shared Collateral Administrative Agent for and the benefit of the applicable Shared Collateral Secured Parties Lenders and deliver the same forthwith to the Shared Collateral Administrative Agent in the exact form received, duly indorsed by such Grantor to the Shared Collateral Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Grantor and with, if the Shared Collateral Agent so requests, signature guaranteedGrantor, to be held by the Shared Collateral Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations (x) in provided that stock certificates representing the case Pledged Equity of any Foreign Immaterial Subsidiary need not be delivered to the Dex Shared Grantors, the Dex Borrower ObligationsAdministrative Agent for so long as such Foreign Immaterial Subsidiary remains a Foreign Immaterial Subsidiary). If an Event of Default shall have occurred and be continuing, and (y) in the case of the Universal Shared Grantors, the Obligations. Any sums paid upon or in respect of the Investment Property upon the liquidation or dissolution of any Issuer shall be paid over to the Shared Collateral Agent to be held by it hereunder as additional collateral security for the (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations, and in case any distribution of capital to a Grantor (other than cash) required to be included in Collateral shall be made on or in respect of the Investment Property or any property (other than cash) required to be included in Collateral shall be distributed to a Grantor upon or with respect to the Investment Property pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed such Grantor shall, unless such distribution of capital or property is otherwise subject to a perfected security interest in favor of the Shared Collateral Administrative Agent, use commercially reasonable efforts to cause it to be delivered subject to a perfected security interest in favor of the Administrative Agent to the Shared Collateral Agent to be held by it hereunder as additional collateral security for (x) extent and in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligationsmanner required pursuant to Section 5.3 hereof. If any sums of money or such property so paid or distributed in respect of the Investment Property shall be received by such Grantor, such Grantor shall, until such money or property is paid or delivered to the Shared Collateral Administrative Agent, hold such money or property in trust for the Shared Collateral Administrative Agent for and the benefit of the applicable Shared Collateral Secured Parties, segregated from other funds of such Grantor, Lenders as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Guarantor, the Obligations.
(b) Without the prior written consent of the Shared Collateral Administrative Agent, such consent not to be unreasonably withheld, such Grantor will not (i) vote to enable, or take any other action to permit, any Issuer to issue any Equity Interests of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any Equity Interests of any nature of any Issuer, except to the extent permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Investment Property or Proceeds thereof (except pursuant to a transaction expressly permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement), (iiiii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement and the Liens or permitted by each under Section 7.01 of the Credit Agreements, the Intercreditor Agreement and this Agreement or (iviii) enter except as permitted by the Credit Agreement, enter, subsequent to the date upon which such Investment Property becomes Collateral hereunder, into any agreement (other than the Credit Agreement) or undertaking restricting the right or ability of such Grantor or the Shared Collateral Administrative Agent to sell, assign or transfer any of the Investment Property required to be included in Collateral or Proceeds thereof.
(c) In the case of each Grantor which is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Investment Property required to be included in Collateral issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Shared Collateral Administrative Agent promptly in writing of the occurrence of any of the events described in Section 5.9(a5.6(a) with respect to the such Investment Property issued by it and (iii) the terms of Sections 7.3(c6.3(c) and 7.7 6.7 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.3(c6.3(c) or 7.7 and 6.7 with respect to the such Investment Property issued by it.
(d) No Grantor shall permit any security interest in certificated Pledged Equity of any Issuer that is not a Subsidiary to be perfected by possession in favor of a Person other than the Administrative Agent.
(e) The Company shall not permit any security interest in certificated Pledged Equity of 1302791 Alberta ULC (or any ULC parent entity thereof that is a Foreign Subsidiary the Equity Interests of which are directly owned by the Company or a U.S. Guarantor) to be perfected by possession in favor of a Person other than the Administrative Agent (and shall so perfect by possession in favor of the Administrative Agent on behalf of the Secured Parties upon the reasonable request of the Administrative Agent).
Appears in 3 contracts
Samples: Credit Agreement (Readers Digest Association Inc), Guarantee and Collateral Agreement (Readers Digest Association Inc), Guarantee and Collateral Agreement (Readers Digest Association Inc)
Investment Property. (a) If such Grantor shall become entitled to receive or shall receive any certificate (including, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Equity Interests Capital Stock of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, having a value in excess of $1,000,000 such Grantor shall accept the same as the agent of the Shared Collateral Agent for and the benefit of the applicable Shared Collateral other Secured Parties, hold the same in trust for the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties and deliver the same forthwith to the Shared Collateral Agent in the exact form received, duly indorsed endorsed by such Grantor to the Shared Collateral Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Grantor and with, if the Shared Collateral Agent so requests, signature guaranteed, to be held by the Shared Collateral Agent, subject to the terms hereof, as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations. Any If an Event of Default has occurred and is continuing, any sums paid upon or in respect of the Investment Property upon the liquidation or dissolution of, or as a distribution of capital by, any Issuer shall be paid over to the Shared Collateral Agent to be held by it hereunder as additional collateral security for the (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations, and in case any distribution property (if an Event of capital shall be made on Default has occurred and is continuing) or in respect of the any Investment Property or any property shall be distributed upon or with respect to the Investment Property pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Shared Collateral Agent, be delivered to the Shared Collateral Agent to be held by it hereunder as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations. If any sums of money or property so paid or distributed in respect of the Investment Property shall be received by such GrantorGrantor (when otherwise required to be paid or delivered over to the Collateral Agent as set forth above), such Grantor shall, until such money or property is paid or delivered to the Shared Collateral Agent, hold such money or property in trust for the Shared Collateral Agent for and the benefit of the applicable Shared Collateral other Secured Parties, segregated from other funds of such Grantor, as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Guarantor, the Obligations.
(b) Without the prior written consent of the Shared Collateral Agent, such Grantor will not (i) if an Event of Default has occurred and is continuing, vote to enable, or take any other action to permit, any Issuer to issue any Equity Interests Capital Stock of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any Equity Interests Capital Stock of any nature of any Issuer, except to the extent permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Investment Property or Proceeds thereof (except pursuant to a transaction permitted by each of the Credit Agreements, the Intercreditor Agreement and this AgreementIndenture), (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement and or otherwise permitted in the Liens permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement Indenture or (iv) enter into any agreement or undertaking undertaking, other than as permitted under the Indenture, restricting the right or ability of such Grantor or the Shared Collateral Agent to sell, assign or transfer any of the Investment Property or Proceeds thereof.
(c) In the case of each Grantor which is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Investment Property issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Shared Collateral Agent promptly in writing of the occurrence of any of the events described in Section 5.9(a) with respect to the Investment Property issued by it and (iiiii) the terms of Sections 7.3(cSection 6.3(c) and 7.7 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.3(c6.3(c) or 7.7 with respect to the Investment Property issued by it.
Appears in 3 contracts
Samples: Collateral Agreement (Paperweight Development Corp), Collateral Agreement (Appleton Papers Inc/Wi), Collateral Agreement (Appleton Papers Inc/Wi)
Investment Property. (a) If such Grantor shall become entitled to receive or shall receive any certificate (including, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Equity Interests Capital Stock of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, having a value in excess of $1,000,000 such Grantor shall accept the same as the agent of the Shared Collateral Administrative Agent for and the benefit of the applicable Shared Collateral Secured Parties, hold the same in trust for the Shared Collateral Administrative Agent for and the benefit of the applicable Shared Collateral Secured Parties and deliver the same forthwith to the Shared Collateral Administrative Agent in the exact form received, duly indorsed by such Grantor to the Shared Collateral Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Grantor and with, if the Shared Collateral Administrative Agent so requests, signature guaranteed, to be held by the Shared Collateral Administrative Agent, subject to the terms hereof, as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations. Any sums paid upon or in respect of the Investment Property upon the liquidation or dissolution of any Issuer shall be paid over to the Shared Collateral Administrative Agent to be held by it hereunder as additional collateral security for the (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations, and in case any distribution of capital shall be made on or in respect of the Investment Property or any property shall be distributed upon or with respect to the Investment Property pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Shared Collateral Administrative Agent, be delivered to the Shared Collateral Administrative Agent to be held by it hereunder as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the related Obligations. If any sums of money or property so paid or distributed in respect of the Investment Property shall be received by such Grantor, such Grantor shall, until such money or property is paid or delivered to the Shared Collateral Administrative Agent, hold such money or property in trust for the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties, segregated from other funds of such Grantor, Grantor as additional collateral security for (x) in the case of Obligations. Notwithstanding the Dex Shared Grantorsforegoing, the Dex Borrower ObligationsGrantors shall not be required to pay over to the Administrative Agent or deliver to the Administrative Agent as Collateral any proceeds of any liquidation or dissolution of any Issuer, or any distribution of capital or property in respect of any Investment Property, to the extent that (i) such liquidation, dissolution or distribution, if treated as a Disposition of or Restricted Payment by the relevant Issuer, would be permitted by the Credit Agreement and (yii) in the case proceeds thereof are applied toward prepayment of Revolving Credit Loans and reduction of Revolving Credit Commitments to the Universal Shared Guarantor, extent required by the ObligationsCredit Agreement.
(b) Without the prior written consent of the Shared Collateral Administrative Agent, such Grantor will not (i) vote to enable, or take any other action to permit, any Issuer to issue any Equity Interests stock or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any Equity Interests stock or other equity securities of any nature of any Issuer, except unless such securities are delivered to the Administrative Agent to the extent permitted required by each of the Credit AgreementsAgreement, concurrently with the Intercreditor Agreement and this Agreementissuance thereof, to be held by the Administrative Agent as Collateral, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Investment Property or Proceeds thereof (except pursuant to a transaction expressly permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement), (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement and the or Liens permitted by each Section 7.3 of the Credit Agreements, the Intercreditor Agreement and this Agreement or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Shared Collateral Administrative Agent to sell, assign or transfer any of the Investment Property Pledged Securities or Proceeds thereof.
(c) In the case of each Grantor which is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Investment Property Pledged Securities issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Shared Collateral Administrative Agent promptly in writing of the occurrence of any of the events described in Section 5.9(a5.8(a) with respect to the Investment Property Pledged Securities issued by it and (iii) the terms of Sections 7.3(c6.3(c) and 7.7 6.7 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.3(c6.3(c) or 7.7 6.7 with respect to the Investment Property Pledged Securities issued by it.
(d) In the case of any issuance of stock or other equity securities permitted by Section 5.8(b), such Grantor shall deliver to the Administrative Agent within five Business Days of such issuance a revised Schedule 2 which schedule such Grantor shall represent is complete and correct as of the date of such delivery. Such Grantor hereby further acknowledges that such stock or equity securities shall be deemed to be Pledged Securities hereunder.
(e) Each Issuer that is a partnership or a limited liability company (i) confirms that none of the terms of any equity interest issued by it provides that such equity interest is a “security” within the meaning of Sections 8-102 and 8-103 of the New York UCC (a “Security”), (ii) agrees that it will take no action to cause or permit any such equity interest to become a Security, (iii) agrees that it will not issue any certificate representing any such equity interest and (iv) agrees that if, notwithstanding the foregoing, any such equity interest shall be or become a Security, such Issuer will (and the Grantor that holds such equity interest hereby instructs such Issuer to) comply with instructions originated by the Administrative Agent without further consent by such Grantor.
Appears in 3 contracts
Samples: Guarantee and Collateral Agreement (Sba Communications Corp), Guarantee and Collateral Agreement (Sba Communications Corp), Guarantee and Collateral Agreement (Sba Communications Corp)
Investment Property. Except to the extent otherwise provided in ARTICLE II, if any Pledgor shall at any time (abeginning on the day that is ninety (90) If such Grantor shall become entitled to receive or shall receive any certificate (including, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect calendar days after the occurrence of the Equity Interests of Effective Date (or such later time as the Collateral Agent may in its discretion agree)) hold or acquire any Issuer, whether in addition tocertificated securities constituting Investment Property, in substitution of, as a conversion of, or the aggregate for all Pledgors in exchange for, any shares excess of the Pledged Stock, or otherwise $500,000 and for each such certificated security in respect thereof, excess of such amount having a an individual value in excess of $1,000,000 50,000, such Grantor Pledgor shall accept the same as the agent of the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Partiespromptly (1) endorse, hold the same in trust for the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties assign and deliver the same forthwith to the Shared Collateral Agent (or to the ABL Agent as gratuitous bailee in accordance with the exact form receivedIntercreditor Agreement), duly indorsed accompanied by such Grantor to the Shared Collateral Agent, if required, together with an undated stock power covering such certificate instruments of transfer or assignment duly executed in blank by such Grantor blank, all in form and with, if substance reasonably satisfactory to the Shared Collateral Agent so requests, signature guaranteed, or (2) deliver such securities into a Securities Account with respect to be held by which a Securities Account Control Agreement is in effect in favor of the Shared Collateral Agent; provided that, subject to the terms hereof, as additional collateral security for (x) in the case of any Securities Account (other than Securities Accounts for which the Dex Shared GrantorsSecurities Intermediary is the Bank) acquired by any Pledgor pursuant to a Permitted Acquisition, the Dex Borrower Obligations, and (y) in the case security interest of the Universal Shared GrantorsCollateral Agent therein shall not be required to be perfected by Control before the day that is ninety (90) calendar days after the date of the consummation of such Permitted Acquisition (or such later time as the Collateral Agent may in its discretion agree). As between the Collateral Agent and the Pledgors, the Obligations. Any sums paid upon or in respect of Pledgors shall bear the Investment Property upon the liquidation or dissolution of any Issuer shall be paid over to the Shared Collateral Agent to be held by it hereunder as additional collateral security for the (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations, and in case any distribution of capital shall be made on or in respect of the Investment Property or any property shall be distributed upon or investment risk with respect to the Investment Property pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Shared Collateral Agent, be delivered to the Shared Collateral Agent to be held by it hereunder as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligationsand Pledged Securities, and (y) in the case risk of the Universal Shared Grantorsloss of, the Obligations. If any sums of money or property so paid or distributed in respect of the Investment Property shall be received by such Grantor, such Grantor shall, until such money or property is paid or delivered to the Shared Collateral Agent, hold such money or property in trust for the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties, segregated from other funds of such Grantor, as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Guarantor, the Obligations.
(b) Without the prior written consent of the Shared Collateral Agent, such Grantor will not (i) vote to enabledamage to, or take any other action to permit, any Issuer to issue any Equity Interests of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any Equity Interests of any nature of any Issuer, except to the extent permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement, (ii) sell, assign, transfer, exchange, or otherwise dispose destruction of, or grant any option with respect to, the Investment Property or Proceeds thereof (except pursuant to a transaction permitted by each of and Pledged Securities, whether in the Credit Agreements, the Intercreditor Agreement and this Agreement), (iii) create, incur or permit to exist any Lien or option in favor possession of, or any claim of any Person with respect tomaintained as a Security Entitlement or deposit by, or subject to the Control of, the Collateral Agent, any of the Investment Property or Proceeds thereof, Pledgor or any interest therein, except for the security interests created by this Agreement and the Liens permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Shared Collateral Agent to sell, assign or transfer any of the Investment Property or Proceeds thereofother Person.
(c) In the case of each Grantor which is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Investment Property issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Shared Collateral Agent promptly in writing of the occurrence of any of the events described in Section 5.9(a) with respect to the Investment Property issued by it and (iii) the terms of Sections 7.3(c) and 7.7 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.3(c) or 7.7 with respect to the Investment Property issued by it.
Appears in 2 contracts
Samples: Credit Agreement (Norcraft Companies, Inc.), Canadian Security Agreement (Norcraft Companies Lp)
Investment Property. (a) If such Except to the extent otherwise provided in Article III, if any Grantor shall become entitled to receive at any time hold or shall receive acquire any certificate (including, without limitation, any certificate representing a dividend or a distribution certificated security in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Equity Interests of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, having a value an amount in excess of $1,000,000 5,000,000 individually (or $15,000,000 in the aggregate, for all such amounts that are $5,000,000 or less) such Grantor shall accept the same as the agent of the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Partiesforthwith endorse, hold the same in trust for the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties assign and deliver the same forthwith to the Shared Collateral Agent in the exact form receivedTrustee, duly indorsed accompanied by such Grantor to the Shared Collateral Agent, if required, together with an undated stock power covering such certificate instrument of transfer or assignment duly executed in blank as the Collateral Trustee may from time to time specify. If any security in an amount in excess of $5,000,000 individually (or $15,000,000 in the aggregate, for all such amounts that are $5,000,000 or less) now or hereafter acquired by any Grantor is uncertificated and is issued to such Grantor or its nominee directly by the issuer thereof, such Grantor shall promptly notify the Collateral Trustee thereof and, at the Collateral Trustee’s request, pursuant to an agreement in form and substance satisfactory to the Collateral Trustee, either (i) cause the issuer to agree to comply with instructions from the Collateral Trustee as to such securities, without further consent of any Grantor or such nominee, or (ii) upon the occurrence and during the continuance of an Event of Default, at the option of the Collateral Trustee, arrange for the Collateral Trustee to become the registered owner of the securities. If any security, whether certificated or uncertificated, or other Investment Property, in each case in an amount in excess of $5,000,000 individually (or $15,000,000 in the aggregate, for all such amounts that are $5,000,000 or less) now or hereafter acquired by any Grantor are held by such Grantor or its nominee through a Securities Intermediary or Commodity Intermediary, such Grantor shall promptly notify the Collateral Trustee thereof and, at the Collateral Trustee’s request and withoption, if pursuant to an agreement in form and substance satisfactory to the Shared Collateral Agent so requestsTrustee, signature guaranteedeither (i) cause such Securities Intermediary or Commodity Intermediary, as the case may be, to be held agree to comply with Entitlement Orders from the Collateral Trustee to such Securities Intermediary as to such securities or other Investment Property, or upon the occurrence and during the continuance of an Event of Default, at the option of the Collateral Trustee, (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Shared Collateral AgentTrustee to such Commodity Intermediary, subject to the terms hereofin each case without further consent of any Grantor or such nominee, as additional collateral security for or (xii) in the case of Financial Assets (as governed by Article 8 of the Dex Shared GrantorsNew York UCC) or other Investment Property held through a Securities Intermediary, arrange for the Dex Borrower ObligationsCollateral Trustee to become the Entitlement Holder with respect to such Investment Property, with the Grantor being permitted, only with the consent of the Collateral Trustee, to exercise rights to withdraw or otherwise deal with such Investment Property. The Collateral Trustee agrees with each Grantor that the Collateral Trustee shall not give any such Entitlement Orders or instructions or directions to any such issuer, Securities Intermediary or Commodity Intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantor, unless an Event of Default has occurred and is continuing. The provisions of this paragraph shall not apply to (x) any Excluded Accounts or (y) in the case of the Universal Shared Grantors, the Obligations. Any sums paid upon or in respect of the Investment Property upon the liquidation or dissolution of any Issuer shall be paid over to the Shared Collateral Agent to be held by it hereunder as additional collateral security for the (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations, and in case any distribution of capital shall be made on or in respect of the Investment Property or any property shall be distributed upon or with respect to the Investment Property pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject Financial Assets credited to a perfected security interest in favor of Securities Account for which the Shared Collateral Agent, be delivered to Trustee is the Shared Collateral Agent to be held by it hereunder as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations. If any sums of money or property so paid or distributed in respect of the Investment Property shall be received by such Grantor, such Grantor shall, until such money or property is paid or delivered to the Shared Collateral Agent, hold such money or property in trust for the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties, segregated from other funds of such Grantor, as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Guarantor, the ObligationsSecurities Intermediary.
(b) Without the prior written consent of the Shared Collateral Agent, such Grantor will not (i) vote to enable, or take any other action to permit, any Issuer to issue any Equity Interests of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any Equity Interests of any nature of any Issuer, except to the extent permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Investment Property or Proceeds thereof (except pursuant to a transaction permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement), (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement and the Liens permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Shared Collateral Agent to sell, assign or transfer any of the Investment Property or Proceeds thereof.
(c) In the case of each Grantor which is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Investment Property issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Shared Collateral Agent promptly in writing of the occurrence of any of the events described in Section 5.9(a) with respect to the Investment Property issued by it and (iii) the terms of Sections 7.3(c) and 7.7 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.3(c) or 7.7 with respect to the Investment Property issued by it.
Appears in 2 contracts
Samples: Guarantee and Collateral Agreement (Dynegy Inc.), Guarantee and Collateral Agreement (Dynegy Inc.)
Investment Property. (ai) If such any Grantor shall acquire, obtain, receive or become entitled to receive or shall receive any certificate (including, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of Pledged Interests after the Equity Interests of any IssuerClosing Date, whether in addition to, in substitution of, as a conversion offor, or in exchange for, any shares of or other ownership interests in the Pledged StockInterests, it shall (except to the extent the same constitutes Excluded Property for purposes of this Agreement) (A) promptly (and in any event within five (5) Business Days of acquiring or otherwise in respect thereofobtaining such Collateral) deliver to Administrative Agent a duly executed Pledged Interests Addendum identifying such Pledged Interests, having a value in excess of $1,000,000 such Grantor shall (B) accept the same as the agent of the Shared Collateral Administrative Agent for and the benefit of the applicable Shared Collateral Secured Parties, hold the same in trust for the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties Administrative Agent and deliver the same forthwith to the Shared Collateral Administrative Agent in the exact form received, duly indorsed endorsed by such Grantor to the Shared Collateral Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Grantor and with, if the Shared Collateral Administrative Agent so requests, signature guaranteed, to be held by the Shared Collateral Administrative Agent, subject to the terms hereof, as additional collateral security for the Secured Obligations;
(xii) in Upon the case occurrence and during the continuance of the Dex Shared Grantorsan Event of Default, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations. Any sums paid upon or in respect of the Investment Property upon the liquidation or dissolution of any Issuer shall be paid over to the Shared Collateral Agent to be held by it hereunder as additional collateral security for the (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations, and in case any distribution of capital shall be made on or in respect of the Investment Property or any property shall be distributed upon or with respect to the Investment Property pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Shared Collateral Agent, be delivered to the Shared Collateral Agent to be held by it hereunder as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations. If any all sums of money or and property so paid or distributed in respect of the Investment Property that are received by any Grantor (including in connection with the liquidation or dissolution of any issuer of such Investment Property) shall be received held by such Grantor, such Grantor shall, until such money or property is paid or delivered to the Shared Collateral Agent, hold such money or property Grantors in trust for the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties, Administrative Agent segregated from other funds of such Grantor’s other property, and such Grantor shall deliver it forthwith to Administrative Agent in the exact form received, duly endorsed by such Grantor to the Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Grantor and with, if the Administrative Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Secured Obligations, and (y) in the case of the Universal Shared Guarantor, the Obligations.;
(b) Without the prior written consent of the Shared Collateral Agent, such Grantor will not (i) vote to enable, or take any other action to permit, any Issuer to issue any Equity Interests of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any Equity Interests of any nature of any Issuer, except to the extent permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Investment Property or Proceeds thereof (except pursuant to a transaction permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement), (iii) createEach Grantor shall promptly deliver to Administrative Agent a copy of each material notice or other material communication received by it in respect of any Pledged Interests;
(iv) No Grantor shall make or consent to any amendment or other modification or waiver with respect to any Pledged Interests, incur Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or permit to exist any Lien restriction with respect to any Pledged Interests in any manner that materially changes the rights of such Grantor with respect to any Pledged Interests or option adversely affects the validity, perfection or priority of the Administrative Agent’s security interest therein;
(v) Each Grantor agrees that it will cooperate with Administrative Agent in favor ofobtaining all necessary approvals and making all necessary filings under federal, state, local, or any claim foreign law to effect the perfection of any Person with respect to, any of the Security Interest on the Investment Property or Proceeds thereof, or to effect any interest therein, except for the security interests created by this Agreement and the Liens permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Shared Collateral Agent to sell, assign sale or transfer any of the Investment Property or Proceeds thereof.;
(cvi) In the case of each Each Grantor which is an Issuer, such Issuer issuer of Pledged Interests agrees that (iA) it will be bound by the terms of this Agreement relating to the Investment Property Pledged Interests issued by it and will comply with such terms insofar as such terms are applicable to it, (iiB) it will notify the Shared Collateral Administrative Agent promptly in writing of the occurrence of any of the events described in Section 5.9(a7(j)(i) or (ii) with respect to the Investment Property Pledged Interests issued by it and (iiiC) the terms of Sections 7.3(cSection 16(d) and 7.7 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.3(c16(d) with respect to the Pledged Interests issued by it. In addition, each Grantor which is either an issuer or 7.7 an owner of any Pledged Interests hereby consents to the grant by each other Grantor of the security interest hereunder in favor of the Administrative Agent and to the transfer of any Pledged Interest to the Administrative Agent or its nominee following an Event of Default and to the substitution of the Administrative Agent or its nominee as a partner, member or shareholder or other equity holder of the issuer of the related Pledged Interest;
(vii) As to all limited liability company or partnership interests, issued under any Pledged Operating Agreement or Pledged Partnership Agreement, each Grantor hereby covenants that the Pledged Interests issued pursuant to such agreement (A) are not and shall not be dealt in or traded on securities exchanges or in securities markets, (B) do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor in a securities account. Without the prior written consent of the Administrative Agent, no Grantor will cause or permit the issuer of any Pledged Interests which are not securities (for purposes of the UCC) on the date hereof to elect or otherwise take any action to cause the Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of the Pledged Interests to provide that such Pledged Interests are securities governed by Article 8 of the UCC as in effect in any relevant jurisdiction; provided, however, that notwithstanding the foregoing, if any issuer of any Pledged Interests takes any such action in violation of the foregoing in this clause (vii), such Grantor shall promptly notify the Administrative Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish the Administrative Agent’s “control” thereof;
(viii) In addition to and not in lieu of the foregoing, if any issuer of any Investment Property is organized under the law of, or has its chief executive office in, a jurisdiction outside of the United States, each Grantor shall take such additional actions, including causing the issuer to register the pledge on its books and records, as may be necessary or advisable or as may be reasonably requested by the Administrative Agent, under the laws of such jurisdiction to insure the validity, perfection and priority of the security interest of the Administrative Agent; and
(ix) Unless an Event of Default shall have occurred and be continuing, each Grantor shall be permitted to receive dividends and other distributions in respect of the Pledged Interests and all payments made in respect of the Pledged Notes, in each case paid in the normal course of business or otherwise as a result of the exercise of reasonable business judgment of the relevant issuer, to the extent permitted by the Credit Agreement, and to exercise all voting, corporate, consensual and other rights and privileges with respect to the Investment Property issued by itProperty; provided, that no vote shall be cast or corporate or other consensual right exercised or other action taken which, in the Administrative Agent’s reasonable discretion, would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Document.
Appears in 2 contracts
Samples: Second Lien Guaranty and Security Agreement (Turning Point Brands, Inc.), First Lien Guaranty and Security Agreement (Turning Point Brands, Inc.)
Investment Property. (a) If such Grantor shall become entitled to receive or shall receive any stock certificate (including, without limitation, including any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the any Pledged Equity Interests of any IssuerInterests, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, having a value in excess of $1,000,000 such Grantor shall accept the same as the agent of the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties, hold the same in trust for the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties and deliver the same forthwith to the Shared Authorized Collateral Agent substantially in the exact form received, duly indorsed by such Grantor to the Shared Authorized Collateral Agent, if required, together with an undated stock power or equivalent covering such certificate duly executed in blank by such Grantor and with, if the Shared Collateral Agent so requests, signature guaranteedGrantor, to be held by the Shared Authorized Collateral Agent, subject to the terms hereof, as additional collateral security for (x) the Secured Obligations; provided, that in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligationsno event shall such Grantor be required to pledge any Excluded Equity Interests. Any sums paid upon or in respect of the Investment Property upon the liquidation or dissolution of any Issuer shall be paid over to the Shared Collateral Agent to be held by it the applicable Grantor hereunder as additional collateral security for the (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Secured Obligations, and in case any distribution of capital shall be made on or in respect of the Investment Property or any property shall be distributed upon or with respect to the Investment Property pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Shared Authorized Collateral Agent, to the extent provided hereunder, be delivered to the Shared Authorized Collateral Agent to be held by it hereunder as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Secured Obligations. If any sums of money or property so paid or distributed in respect of the Investment Property shall be received by such Grantor, such Grantor shall, until such money or property is paid or delivered to the Shared Collateral Agent, shall hold such money or property in trust for accordance with the Shared Collateral Agent for Credit Agreement and the benefit of the applicable Shared Collateral Secured Parties, segregated from other funds of such Grantor, as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Guarantor, the ObligationsLoan Documents.
(b) Without the prior written consent of the Shared Collateral AgentAgent (such consent not to be unreasonably withheld or delayed), such Grantor will not, except as permitted by the Credit Agreement or the other Loan Documents or except in connection with a transaction that will not become effective until the Indebtedness evidenced by the Credit Agreement is paid in full or Required Lenders otherwise consent, (i) vote to enable, or take any other action to permit, any Issuer of Pledged Stock to issue any Equity Interests stock or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any Equity Interests stock or other equity securities of any nature of any Issuer, except to the extent permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Investment Property or Proceeds thereof (except pursuant to a transaction permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement)thereof, (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement and the or Liens permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement Loan Documents or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Shared Collateral Agent to sell, assign or transfer any of the Investment Property or Proceeds thereof.
(c) In the case of each Grantor which that is an Issuer, such Issuer Grantor agrees that (i) it will be bound by the terms of this Agreement relating to the Investment Property (that constitutes Collateral hereunder) issued by it and will comply with such terms insofar as such terms are applicable to it, it and (ii) it will notify take all actions required or reasonably requested by the Shared Collateral Agent promptly in writing of the occurrence of any of the events described in Section 5.9(a) to enable or permit each Grantor to comply with respect to the Investment Property issued by it and (iii) the terms of Sections 7.3(c6.3(c) and 7.7 shall apply to it, mutatis mutandis, with respect 6.7 as to all actions that may be required of it pursuant to Section 7.3(c) or 7.7 with respect to the Investment Property issued by it.
(d) Such Grantor covenants and agrees that, without the prior written consent of the Collateral Agent (such consent not to be unreasonably withheld or delayed), it will not agree to any election by any limited liability company or partnership, as applicable, to treat the Pledged LLC Interests or Pledged Partnership Interests, as applicable, as securities governed by the UCC and in any event will promptly notify the Collateral Agent in writing if the representation set forth in Section 4.7(c) becomes untrue for any reason and, in such event, take such action as the Collateral Agent may reasonably request in order to establish the Collateral Agent’s “control” (within the meaning of Section 8-106 of the UCC) over such Pledged LLC Interests or Pledged Partnership Interests, as applicable.
Appears in 2 contracts
Samples: Credit Agreement (On Semiconductor Corp), Guarantee and Collateral Agreement (On Semiconductor Corp)
Investment Property. (a) If such Grantor shall become entitled to receive or shall receive any certificate (including, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Equity Interests Capital Stock of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, having a value in excess of $1,000,000 such Grantor shall shall, subject to Section 8.17, accept the same as the agent of the Shared Collateral Agent for and the benefit of the applicable Shared Collateral Secured Parties, hold the same in trust for the Shared Collateral Agent for and the benefit of the applicable Shared Collateral Secured Parties and deliver the same forthwith to the Shared Collateral Agent in the exact form received, duly indorsed by such Grantor to the Shared Collateral Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Grantor and with, if the Shared Collateral Agent so requests, with signature guaranteed, to be held by the Shared Collateral Agent, subject to the terms hereof, as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Secured Obligations. Any Except as permitted by the Indenture and subject to Section 8.17, any sums paid upon or in respect of the Investment Property upon the liquidation or dissolution of any Issuer shall be paid over to the Shared Collateral Agent to be held by it hereunder as additional collateral security for the (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Secured Obligations, and in case any distribution of capital shall be made on or in respect of the Investment Property or any property shall be distributed upon or with respect to the Investment Property pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Shared Collateral Agent, be delivered to the Shared Collateral Agent to be held by it hereunder as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Secured Obligations. If any sums of money or property so paid or distributed in respect of the Investment Property shall be received by such Grantor, such Grantor shall, subject to Section 8.17, until such money or property is paid or delivered to the Shared Collateral Agent, hold such money or property in trust for the Shared Collateral Agent for and the benefit of the applicable Shared Collateral Secured Parties, segregated from other funds of such Grantor, as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Guarantor, the Secured Obligations.
(b) Without Subject to Section 8.17, without the prior written consent of the Shared Collateral Agent, such Grantor will not (i) vote to enable, or take any other action to permit, any Issuer to issue any Equity Interests Capital Stock of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any Equity Interests Capital Stock of any nature of any Issuer, except to the extent permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Investment Property or Proceeds thereof (except pursuant to a transaction expressly permitted by each of the Credit Agreements, the Intercreditor Agreement and this AgreementIndenture), (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement and the or Liens permitted by each of the Credit AgreementsIndenture, the Intercreditor Agreement and this Agreement or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Shared Collateral Agent to sell, assign or transfer any of the Investment Property or Proceeds thereof.
(c) In the case of each Grantor which is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Investment Property issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Shared Collateral Agent promptly in writing of the occurrence of any of the events described in Section 5.9(a) 5.7 with respect to the Investment Property issued by it and (iii) the terms of Sections 7.3(c6.3(c) and 7.7 6.7 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.3(c6.3(c) or 7.7 6.7 with respect to the Investment Property issued by it.
Appears in 2 contracts
Samples: Security Agreement (Lri Holdings, Inc.), Security Agreement (Logan's Roadhouse of Kansas, Inc.)
Investment Property. (a) If Subject to Section 7.17 hereof, if such Grantor shall become entitled to receive or shall receive any certificate (including, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Equity Interests of any IssuerPledged Stock, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, having a value in excess of $1,000,000 such Grantor shall accept the same as the agent of the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties, hold the same in trust for the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties and deliver the same forthwith to the Shared Collateral Agent in the exact form received, duly indorsed by such Grantor to the Shared Collateral Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Grantor and with, if the Shared Collateral Agent so requests, signature guaranteed, to be held by the Shared Collateral Agent, subject to the terms hereof, as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the ObligationsCollateral. Any sums paid upon or in respect of the Investment Property upon the liquidation or dissolution of If any Issuer shall be paid over to the Shared Collateral Agent to be held by it hereunder as additional collateral security for the (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations, and in case any non-cash distribution of capital shall be made on or in respect of the Investment Property Pledged Stock or Pledged Notes or any non-cash property shall be distributed upon or with respect to the Investment Property Pledged Stock or Pledged Notes pursuant to the recapitalization or reclassification of the capital of any Issuer issuer of such Pledged Stock or Pledged Notes or pursuant to the reorganization thereof, in each case to the extent such capital or property would constitute Pledged Stock or Pledged Notes, the capital or property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Shared Collateral Agent, be and become part of the Collateral and, if received by any Grantor, shall be delivered to the Shared Collateral Agent as otherwise required hereunder. If after the occurrence and during the continuation of an Event of Default and after prior written notice from the Collateral Agent to be held by it hereunder as additional collateral security for (xeach applicable Grantor that the Collateral Agent is exercising its rights pursuant to Section 5.01(b) in the case of the Dex Shared Grantorsthis Agreement, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations. If any sums of money or property so paid or distributed in respect of the Investment Property shall be received by such Grantor, such Grantor shall, until such money or property is paid or delivered to the Shared Collateral Agent, hold such money or property in trust for the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties, segregated from other funds of such Grantor, and shall forthwith deliver such money or property to the Collateral Agent to be applied as additional collateral security for (x) set forth in the case Section 5.03 of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Guarantor, the Obligationsthis Agreement.
(b) Without If reasonably requested by the prior written consent of the Shared Collateral Agent, any limited liability company and any partnership controlled by any Grantor (to the extent the Capital Stock of such limited liability company or partnership constitutes Collateral pledged by such Grantor will not hereunder) shall either (i) vote to enablenot include in its operative documents any provision that any Capital Stock in such limited liability company or such partnership be a “security” as defined under Article 8 of the New York UCC, or take any other action to permit, any Issuer to issue any Equity Interests of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any Equity Interests of any nature of any Issuer, except to the extent permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement, (ii) sellcertificate any Capital Stock in any such limited liability company or such partnership. To the extent an interest in any limited liability company or partnership controlled by any Grantor and pledged hereunder is certificated or becomes certificated, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, each such certificate shall be delivered to the Investment Property or Proceeds thereof (except pursuant to a transaction permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement), (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement and the Liens permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Shared Collateral Agent to sell, assign or transfer any of the Investment Property or Proceeds thereof.
(c) In the case of each Grantor which is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Investment Property issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Shared Collateral Agent promptly in writing of the occurrence of any of the events described in Section 5.9(a) with respect to the Investment Property issued by it and (iii) the terms of Sections 7.3(c) and 7.7 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.3(c4.03(a) or 7.7 with and such Grantor shall fulfill all other requirements under Section 4.03 applicable in respect to the Investment Property issued by itthereof.
Appears in 2 contracts
Samples: Second Lien Security Agreement, Second Lien Security Agreement (Roundy's, Inc.)
Investment Property. (a) No Grantor will allow any of its Subsidiaries: (i) that is a Domestic Subsidiary that is a corporation, business trust, joint stock company or similar Person, to issue Uncertificated Securities; (ii) that is a partnership or limited liability company, to (A) issue Equity Interests consisting of Securities that are to be dealt in or traded on securities exchanges or in securities markets, (B) expressly provide in its Organizational Documents that its Equity Interests are securities governed by Article 8 of the UCC without notifying the Collateral Agent (and delivering such Certificated Securities together with related transfer powers in blank to the Collateral Agent), or (C) place such Subsidiary’s Equity Interests consisting of Securities in a Securities Account unless such account is subject to a Control Agreement; or (iii) to issue Equity Interests in addition to or in substitution for the Equity Interests pledged hereunder, except to such Grantor. Each Grantor agrees that any Uncertificated Securities shall be treated as General Intangibles.
(b) If such Grantor shall become entitled to receive or shall receive any certificate in respect of any Pledged Stock (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganizationreorganization of such Pledged Stock), option or rights in respect of the Equity Interests of any IssuerPledged Stock, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, having a value in excess of $1,000,000 such Grantor shall accept the same as the agent of the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties, hold the same in trust for the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties and promptly and in any case within five (5) Business Days (or such longer period as the Collateral Agent may agree to in its sole discretion), of such receipt, deliver the same forthwith to the Shared Collateral Agent in the exact form received, duly indorsed endorsed by such Grantor to the Shared Collateral Agent, if required, together with an undated stock transfer power covering such certificate duly executed in blank by such Grantor and with, if the Shared otherwise in form and substance satisfactory to Collateral Agent so requests, signature guaranteedAgent, to be held by the Shared Collateral Agent, subject to the terms hereof, Agent as additional collateral security Collateral for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Secured Obligations. Any sums paid upon or in respect of the Investment Property upon the liquidation or dissolution of any Issuer shall be paid over to the Shared Collateral Agent to be held by it hereunder as additional collateral security for the (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations, and in In case any distribution of capital shall be made on or in respect of the any Collateral consisting of Investment Property or any property shall be distributed upon or with respect to the any Investment Property pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereofProperty, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Shared Collateral Agent, shall be delivered to the Shared Collateral Agent promptly after the receipt thereof (and in no case later than the fifth (5th) Business Day after receipt or such later date as agreed by the Collateral Agent in its sole discretion) by or on behalf of such Grantor, to be held by it hereunder the Collateral Agent as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations. If any sums of money or property so paid or distributed in respect of the Investment Property shall be received by such Grantor, such Grantor shall, until such money or property is paid or delivered to the Shared Collateral Agent, hold such money or property in trust for the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties, segregated from other funds of such Grantor, as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Guarantor, the Obligations.
(b) Without the prior written consent of the Shared Collateral Agent, such Grantor will not (i) vote to enable, or take any other action to permit, any Issuer to issue any Equity Interests of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any Equity Interests of any nature of any Issuer, except to the extent permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Investment Property or Proceeds thereof (except pursuant to a transaction permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement), (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement and the Liens permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Shared Collateral Agent to sell, assign or transfer any of the Investment Property or Proceeds thereof.
(c) In the case of each Grantor which is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Investment Property issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Shared Collateral Agent promptly in writing of the occurrence of any of the events described in Section 5.9(a) with respect to the Investment Property issued by it and (iiiii) the terms of Sections 7.3(c5.03(c) and 7.7 5.07 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.3(c5.03(c) or 7.7 with respect to the Investment Property issued by it.
(d) If at any time and from time to time any Pledged Stock consists of an Uncertificated Security or a security in book entry form, then the applicable Grantor shall promptly take such actions as the Collateral Agent may request to cause the Collateral Agent’s Lien in such Pledged Stock to be perfected in accordance with applicable Law and subject to the Collateral and Guarantee Requirements, including (x) causing to be filed in any applicable jurisdiction one or more Uniform Commercial Code financing statements (or equivalent), and continuation statements and amendments thereto, relative to all or any part of the Pledged Stock, and naming the applicable Grantor as a debtor, (y) causing such lien in such Pledged Stock to be registered or entered, as the case may be, in the name of the Collateral Agent with the Issuer thereof or (z) entering into an agreement, in form and substance reasonably satisfactory to Collateral Agent pursuant to which the Issuer agrees, effective upon the occurrence and during the continuance of an Event of Default; (i) to comply with instructions from the Collateral Agent as to such securities, without further consent of any Grantor or nominee or (ii) for the Collateral Agent to become the registered owner of such securities. If any securities, certificated or uncertificated, or other Investment Property now or hereafter acquired by any Grantor (other than Excluded Assets and De Minimis Accounts) are held by such Grantor or its nominee through a securities intermediary or commodity intermediary, such Grantor shall within thirty (30) days after acquiring such Investment Property (or such later period as agreed by the Collateral Agent, in its sole discretion) notify the Collateral Agent thereof and, pursuant to an agreement in form and substance reasonably acceptable to the Collateral Agent, promptly (i) cause such securities intermediary or (as the case may be) commodity intermediary to agree to comply with the entitlement orders or other instructions from the Collateral Agent to such securities intermediary as to such security entitlements, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Collateral Agent to such commodity intermediary, in each case without further consent from any Grantor or such nominee or (ii) in the case of Financial Assets or other Investment Property held through a securities intermediary, arrange for the Collateral Agent to become the entitlement holder with respect to such Investment Property with the Grantor being permitted, only with the consent of the Collateral Agent, to exercise rights to withdraw or otherwise deal with such Investment Property.
(i) Each Grantor covenants and agrees that each Organization Document to which a Grantor is a party and relating to any Pledged Stock issued by a Domestic Subsidiary (as amended, restated, supplemented or otherwise modified from time to time, each a “Pledged Partnership/LLC Agreement”) is hereby amended by this Section 4.04(d)(i) (A) to permit each member, manager and partner that is a Grantor (1) to pledge all of the Pledged Stock in which such Grantor has rights, (2) to grant and collaterally assign to the Collateral Agent, for the benefit of each Secured Party, a Lien on and security interest in such Pledged Stock and (3) to, upon any foreclosure by the Collateral Agent on such Pledged Stock (or any other sale or transfer of such Pledged Stock in lieu of such foreclosure), transfer to the Collateral Agent (or to the purchaser or other transferee of such Pledged Stock in lieu of such foreclosure) its rights and powers to manage and control the affairs of the applicable Pledged Entity, in each case, without any further consent, approval or action by any other party, including, without limitation, any other party to any Pledged Partnership/LLC Agreement or otherwise and (B) to provide that (1) the bankruptcy or insolvency of such Grantor shall not cause such Grantor to cease to be a holder of such Pledged Stock, (2) upon the occurrence of such an event, the applicable Pledged Entity shall continue without dissolution and (3) such Grantor waives any right it might have to agree in writing to dissolve the applicable Pledged Entity upon the bankruptcy or insolvency of such Grantor, or the occurrence of an event that causes such Grantor to cease to be a be a holder of such Pledged Stock.
(ii) Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent or its designee shall have the right (but not the obligation) to be substituted for the applicable Grantor as a member, manager or partner under the applicable Pledged Partnership/LLC Agreement, and the Collateral Agent or its designee shall have all rights, powers and benefits of such Grantor as a member, manager or partner, as applicable, under such Pledged Partnership/LLC Agreement in accordance with the terms of this Section 4.04(d). For avoidance of doubt, such rights, powers and benefits of a substituted member, manager or partner shall include all voting and other rights and not merely the rights of an economic interest holder.
(iii) No further consent, approval or action by any other party, including, without limitation, any other party to the applicable Pledged Partnership/LLC Agreement or otherwise shall be necessary to permit the Collateral Agent or its designee to be substituted as a member, manager or partner pursuant to this Section 4.04(d). The rights, powers and benefits granted pursuant to this paragraph shall inure to the benefit of the Collateral Agent, on its own behalf and on behalf of each other Secured Party, and each of their respective successors, assigns and designees, as intended third party beneficiaries.
(iv) Each Grantor and each applicable Pledged Entity agrees, unless expressly permitted by the terms of the Credit Agreement, no Pledged Partnership/LLC Agreement shall be amended to be inconsistent with the provisions of this Section 4.04(d) without the prior written consent of the Collateral Agent.
(e) Each Grantor will furnish or cause to be furnished to the Collateral Agent statements and schedules further identifying and describing the Pledged Stock and such other reports in connection with the Pledged Stock as the Collateral Agent may reasonably request from time to time, all in reasonable detail.
(f) Each Grantor shall pay or cause to be paid, and save the Collateral Agent and the Secured Parties harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral in connection with any of the transactions contemplated by this Agreement.
(g) In order to permit the Collateral Agent to exercise the voting and consensual rights to which it may be entitled hereunder and to receive all dividends and other distributions to which it may be entitled to receive hereunder, without limiting any other right or remedy available to the Collateral Agent hereunder or under any other Loan Document, each Grantor shall promptly execute and deliver to the Collateral Agent all such proxies, dividend payment orders and other instruments as the Collateral Agent may from time to time reasonably request in order to protect, perfect, evidence and effectuate the Lien granted hereunder and the Collateral Agent’s rights and remedies with respect thereto.
Appears in 2 contracts
Samples: Credit Agreement (New Beginnings Acquisition Corp.), Reaffirmation Agreement and Omnibus Amendment Agreement (New Beginnings Acquisition Corp.)
Investment Property. (a) If such Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 6.3(b), each Grantor shall become entitled be permitted to receive or shall receive any certificate (including, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights all cash dividends and distributions paid in respect of the Pledged Equity Interests of any Issuer, whether and all payments made in addition to, in substitution of, as a conversion of, or in exchange for, any shares respect of the Pledged StockNotes, to the extent permitted in the Loan Agreement, and to exercise all voting and other rights with respect to the Investment Property; provided, that no vote shall be cast or otherwise other right exercised or action taken which could impair the Collateral or which would result in respect thereof, having a value in excess any violation of $1,000,000 such Grantor shall accept the same as the agent any provision of the Shared Collateral Loan Agreement, this Agreement or any other Loan Document.
(b) If an Event of Default shall occur and be continuing and the Administrative Agent for the benefit shall give notice of the applicable Shared Collateral Secured Parties, hold the same in trust for the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties and deliver the same forthwith its intent to exercise such rights to the Shared Collateral Agent in the exact form received, duly indorsed by such relevant Grantor to the Shared Collateral Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Grantor and with, if the Shared Collateral Agent so requests, signature guaranteed, to be held by the Shared Collateral Agent, subject to the terms hereof, as additional collateral security for (x) in the case of the Dex Shared or Grantors, (i) the Dex Borrower ObligationsAdministrative Agent shall have the right to receive any and all cash dividends and distributions, and (y) in the case of the Universal Shared Grantors, the Obligations. Any sums payments or other Proceeds paid upon or in respect of the Investment Property upon and make application thereof to the liquidation Secured Obligations in accordance with Section 6.5, and (ii) any or dissolution all of any Issuer the Investment Property shall be paid over to registered in the Shared Collateral name of the Administrative Agent to be held by it hereunder as additional collateral security for or its nominee, and the Administrative Agent or its nominee may thereafter exercise (x) in the case all voting and other rights pertaining to such Investment Property at any meeting of holders of the Dex Shared Grantors, Stock of the Dex Borrower Obligations, relevant Issuer or Issuers or otherwise and (y) in any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Investment Property as if it were the case of absolute owner thereof (including the Universal Shared Grantors, the Obligations, right to exchange at its discretion any and in case any distribution of capital shall be made on or in respect all of the Investment Property upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other structure of any Issuer, or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Investment Property, and in connection therewith, the right to deposit and deliver any and all of the Investment Property with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it, but the Administrative 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.
(c) Each Grantor hereby authorizes and instructs each Issuer of any Investment Property pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Administrative Agent in writing that (x) states that an Event of Default has occurred and is continuing and (y) 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 Issuer shall be distributed upon fully protected in so complying, and (ii) subject to such Grantor’s rights under Section 6.3(a), pay any dividends, distributions or other payments with respect to the Investment Property pursuant directly to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Shared Collateral Administrative Agent, be delivered to the Shared Collateral Agent to be held by it hereunder as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations. If any sums of money or property so paid or distributed in respect of the Investment Property shall be received by such Grantor, such Grantor shall, until such money or property is paid or delivered to the Shared Collateral Agent, hold such money or property in trust for the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties, segregated from other funds of such Grantor, as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Guarantor, the Obligations.
(b) Without the prior written consent of the Shared Collateral Agent, such Grantor will not (i) vote to enable, or take any other action to permit, any Issuer to issue any Equity Interests of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any Equity Interests of any nature of any Issuer, except to the extent permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Investment Property or Proceeds thereof (except pursuant to a transaction permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement), (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement and the Liens permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Shared Collateral Agent to sell, assign or transfer any of the Investment Property or Proceeds thereof.
(c) In the case of each Grantor which is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Investment Property issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Shared Collateral Agent promptly in writing of the occurrence of any of the events described in Section 5.9(a) with respect to the Investment Property issued by it and (iii) the terms of Sections 7.3(c) and 7.7 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.3(c) or 7.7 with respect to the Investment Property issued by it.
Appears in 2 contracts
Samples: Guarantee and Collateral Agreement (Miller Energy Resources, Inc.), Guarantee and Collateral Agreement (Miller Energy Resources, Inc.)
Investment Property. (a) If Subject to compliance with applicable Nevada Gaming Laws, if such Grantor shall become entitled to receive or shall receive any stock or other ownership certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Equity Interests Capital Stock of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of or other ownership interests in the Pledged Stock, or otherwise in respect thereof, having a value in excess of $1,000,000 such Grantor shall accept the same as the agent of the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties, hold the same in trust for the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties and deliver the same forthwith to the Shared Collateral Administrative Agent in the exact form received, duly indorsed endorsed by such Grantor to the Shared Collateral Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Grantor and with, if the Shared Collateral Administrative Agent so requests, signature guaranteed, to be held by the Shared Collateral Administrative Agent, subject to the terms hereof, as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations. Any sums So long as no Event of Default shall have occurred and be continuing, the Administrative Agent authorizes each Grantor to retain all ordinary cash dividends and distributions paid upon in the normal course of the business of the Issuer and all scheduled payments of interest. All other dividends and distributions of any type or nature, including, without limitation, any dividends or distributions paid in respect of the Investment Property Pledged Securities upon the liquidation or dissolution of any Issuer shall immediately be paid over delivered to the Shared Collateral Administrative Agent to be held by it hereunder as additional collateral security for the (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations, and in case any distribution of capital shall be made on or in respect of the Investment Property or any property shall be distributed upon or with respect to the Investment Property pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Shared Collateral Agent, be delivered to the Shared Collateral Agent to be held by it hereunder as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligationshereunder. If any sums of money or property so paid or distributed in respect of the Investment Property Pledged Securities shall be received by such Grantor, such Grantor shall, until such money or property is paid or delivered to the Shared Collateral Administrative Agent, hold such money or property in trust for the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties, segregated from other funds of such Grantor, as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Guarantor, the Obligations.
(b) Without the prior written consent of the Shared Collateral AgentAdministrative Agent (which consent shall not be unreasonably withheld), such Grantor will not (i) vote to enable, or take any other action to permit, any Issuer to issue any Equity Interests stock or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any Equity Interests stock or other equity securities of any nature of any Issuer, Issuer (except pursuant to the extent a transaction permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement), (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, any of the Investment Property or Proceeds thereof or any interest therein (except pursuant to a transaction expressly permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement), (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement and the other Permitted Liens permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Shared Collateral Administrative Agent to sell, assign or transfer any of the Investment Property or Proceeds thereofthereof or any interest therein (except pursuant to a transaction expressly permitted by the Credit Agreement).
(c) In the case of each Grantor which is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Investment Property Pledged Securities issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Shared Collateral Administrative Agent promptly in writing of the occurrence of any of the events described in Section 5.9(a5.8(a) with respect to the Investment Property Pledged Securities issued by it and (iii) the terms of Sections 7.3(c6.3(c) and 7.7 6.7 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.3(c6.4(c) or 7.7 6.8 with respect to the Investment Property Pledged Securities issued by it. In addition, each Grantor which is either an Issuer or an owner of any Pledged Security hereby consents to the grant by each other Grantor of the security interest hereunder in favor of the Administrative Agent and to the transfer of any Pledged Security to the Administrative Agent or its nominee following an Event of Default and to the substitution of the Administrative Agent or its nominee as a partner, member or shareholder of the Issuer of the related Pledged Security.
Appears in 2 contracts
Samples: Guarantee and Collateral Agreement (Wynn Resorts LTD), Guarantee and Collateral Agreement (Wynn Las Vegas LLC)
Investment Property. (a) If such Grantor Loan Party shall become entitled to receive or shall receive after the date hereof any certificate (including, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Equity Interests Capital Stock of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, having a value in excess of $1,000,000 such Grantor Loan Party shall accept the same as the agent of the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured PartiesAgent, hold the same in trust for the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties and deliver the same forthwith to the Shared Collateral Agent in the exact form received, duly indorsed by such Grantor Loan Party to the Shared Collateral Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Grantor Loan Party and with, if the Shared Collateral Agent so requests, signature guaranteed, to be held by the Shared Collateral Agent, subject to the terms hereof, as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations. Any sums paid upon or in respect of the Investment Property upon the liquidation or dissolution of any Issuer shall be paid over to the Shared Collateral Agent to be held by it hereunder as additional collateral security for the (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations, and in case any distribution of capital shall be made on or in respect of the Investment Property or any property shall be distributed upon or with respect to the Investment Property pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Shared Collateral Agent, be delivered to the Shared Collateral Agent to be held by it hereunder as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations. If any sums of money or property so paid or distributed in respect of the Investment Property shall be received by such GrantorLoan Party, such Grantor Loan Party shall, until such money or property is paid or delivered to the Shared Collateral Agent, hold such money or property in trust for the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured PartiesAgent, segregated from other funds of such GrantorLoan Party, as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Guarantor, the Obligations.
(b) Without the prior written consent of the Shared Collateral AgentAgent acting at the direction of the Required Lenders, such Grantor Loan Party will not (i) vote to enable, or take any other action to permit, any Issuer to issue any Equity Interests Capital Stock of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any Equity Interests Capital Stock of any nature of any Issuer, except to the extent permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Investment Property or Proceeds thereof (except pursuant to a transaction permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement), (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement and the Liens or permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor Loan Party or the Shared Collateral Agent to sell, assign or transfer any of the Investment Property or Proceeds thereofthereof except as permitted by the Credit Agreement.
(c) In the case of each Grantor Loan Party which is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Investment Property issued by it and will comply with such terms insofar as such terms are applicable to it.
(d) In the case of each Loan Party which holds Pledged Notes that have not been delivered into the possession of the Agent, (ii) such Loan Party agrees that it will notify not sell, transfer or otherwise dispose of such Pledged Notes to any other party other than another Loan Party under the Shared Collateral Agent promptly in writing of the occurrence of any of the events described in Section 5.9(a) with respect to the Investment Property issued by it and (iii) the terms of Sections 7.3(c) and 7.7 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.3(c) or 7.7 with respect to the Investment Property issued by itLoan Documents.
Appears in 2 contracts
Samples: Security Agreement (Cadiz Inc), Credit Agreement (Cadiz Inc)
Investment Property. (a) If such Grantor shall become entitled to receive or shall receive any certificate (including, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Equity Interests Capital Stock of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, having a value in excess of $1,000,000 such Grantor shall accept the same as the agent of the Shared Collateral Agent, the Administrative Agent for and the benefit of the applicable Shared Collateral Secured PartiesLenders, hold the same in trust for the Shared Collateral Agent, the Administrative Agent for and the benefit of the applicable Shared Collateral Secured Parties Lenders and deliver the same forthwith to the Shared Collateral Agent in the exact form received, duly indorsed by such Grantor to the Shared Collateral Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Grantor and with, if the Shared Collateral Administrative Agent so requests, signature guaranteed, to be held by the Shared Collateral Agent, subject to the terms hereof, as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations. Any sums paid upon or in respect of the Investment Property that constitutes Collateral upon the liquidation or dissolution of any Issuer shall be paid over to the Shared Collateral Agent to be held by it hereunder as additional collateral security for the (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations, and in case any distribution of capital shall be made on or in respect of the such Investment Property or any property shall be distributed upon or with respect to the such Investment Property pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Shared Collateral Agent, be delivered to the Shared Collateral Agent to be held by it hereunder as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations. If any sums of money or property so paid or distributed in respect of the Investment Property that constitutes Collateral shall be received by such Grantor, such Grantor shall, until such money or property is paid or delivered to the Shared Collateral Agent, hold such money or property in trust for the Shared Collateral Agent, the Administrative Agent for and the benefit of the applicable Shared Collateral Secured PartiesLenders, segregated from other funds of such Grantor, as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Guarantor, the Obligations.
(b) Without the prior written consent of the Shared Collateral Agent, such Such Grantor will not (i) vote to enable, or take any other action to permit, any Issuer to issue any Equity Interests Capital Stock of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any Equity Interests Capital Stock of any nature of any Issuer, except unless such securities are delivered to the extent permitted Collateral Agent, concurrently with the issuance thereof, to be held by each the Collateral Agent as Collateral, or (ii) without the prior written consent of the Credit Agreements, the Intercreditor Agreement and this Agreement, Administrative Agent (iix) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Investment Property or Proceeds thereof (except pursuant to a transaction expressly permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement), (iiiy) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement and the or Liens permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement or (ivz) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Shared Collateral Agent to sell, assign or transfer any of the Investment Property or Proceeds thereof.
(c) In the case of each Grantor which is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Investment Property issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Shared Administrative Agent and the Collateral Agent promptly in writing of the occurrence of any of the events described in Section 5.9(a5.7(a) with respect to the Investment Property issued by it and (iii) the terms of Sections 7.3(c6.3(c) and 7.7 6.7 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.3(c6.3(c) or 7.7 6.7 with respect to the Investment Property issued by it.
Appears in 2 contracts
Samples: Guarantee and Collateral Agreement (Superior Offshore International Inc.), Guarantee and Collateral Agreement (Superior Offshore International Inc.)
Investment Property. (a) If such Grantor shall become entitled to receive or shall receive any stock or other ownership certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Capital Stock or other Pledged Equity Interests Interest of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of or other ownership interests in the Pledged StockSecurities, or otherwise in respect thereof, having a value in excess of $1,000,000 such Grantor shall accept the same as the agent of the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties, hold the same in trust for the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties and deliver the same forthwith to the Shared Collateral Administrative Agent in the exact form received, duly indorsed endorsed by such Grantor to the Shared Collateral Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Grantor and with, if the Shared Collateral Agent so requests, signature guaranteed, to be held by the Shared Collateral Administrative Agent, subject to the terms hereof, as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations. Any sums paid upon or in respect of the Investment Property Pledged Securities upon the liquidation or dissolution of any Issuer shall be paid over to the Shared Collateral Administrative Agent to be held by it hereunder as additional collateral security for the (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations, and in case any distribution of capital shall be made on or in respect of the Investment Property Pledged Securities or any property shall be distributed upon or with respect to the Investment Property Pledged Securities pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Shared Collateral Administrative Agent, be delivered to the Shared Collateral Administrative Agent to be held by it hereunder as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations. If any sums of money or property so paid or distributed in respect of the Investment Property Pledged Securities shall be received by such Grantor, such Grantor shall, until such money or property is paid or delivered to the Shared Collateral Administrative Agent, hold such money or property in trust for the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties, segregated from other funds of such Grantor, as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Guarantor, the Obligations.
(b) Without the prior written consent of the Shared Collateral Administrative Agent, such Grantor will not (i) vote to enable, or take any other action to permit, any Issuer to issue any Equity Interests stock, partnership interests, limited liability company interests or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any Equity Interests stock, partnership interests, limited liability company interests or other equity securities of any nature of any Issuer, except to the extent permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, any of the Investment Property or Proceeds thereof or any interest therein (except except, in each case, pursuant to a transaction expressly permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement), (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement and the Liens permitted by each of the Credit AgreementsAgreement, the Intercreditor Agreement and this Agreement or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Shared Collateral Administrative Agent to sell, assign or transfer any of the Investment Property or Proceeds thereof or any interest therein or (v) without (a) the prior written notice to the Administrative Agent and (b) such Grantor taking all steps necessary or advisable to establish the Administrative Agent’s “control” thereof, cause or permit any Issuer of any Pledged Partnership Interests or Pledged LLC Interests which are not securities (for purposes of the UCC) on the date hereof to elect or otherwise take any action to cause such Pledged Partnership Interests or Pledged LLC Interests to be treated as securities for purposes of the UCC.
(c) In the case of each Grantor which is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Investment Property Pledged Securities issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Shared Collateral Administrative Agent promptly in writing of the occurrence of any of the events described in Section 5.9(a5.8(a) with respect to the Investment Property Pledged Securities issued by it and (iii) the terms of Sections 7.3(c6.3(c) and 7.7 6.7 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.3(c6.3(c) or 7.7 6.7 with respect to the Investment Property Pledged Securities issued by it. In addition, each Grantor which is either an Issuer or an owner of any Pledged Security hereby consents to the grant by each other Grantor of the security interest hereunder in favor of the Administrative Agent and to the transfer of any Pledged Security to the Administrative Agent or its nominee upon the occurrence or during the continuation of an Event of Default and to the substitution of the Administrative Agent or its nominee as a partner, member or shareholder of the Issuer of the related Pledged Security. The Administrative Agent agrees to notify any Grantor before transferring the Pledged Securities pledged by such Grantor into the name of the Administrative Agent pursuant to this section.
Appears in 2 contracts
Samples: Credit Agreement (Rent a Center Inc De), Guarantee and Collateral Agreement (Rent a Center Inc De)
Investment Property. (a) If such Grantor shall become entitled to receive or shall receive any certificate (including, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Equity Interests of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, having a value in excess of $1,000,000 such Grantor shall accept the same as the agent of the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties, hold the same in trust for the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties and deliver the same forthwith to the Shared Collateral Agent in the exact form received, duly indorsed by such Grantor to the Shared Collateral Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Grantor and with, if the Shared Collateral Agent so requests, signature guaranteed, to be held by the Shared Collateral Agent, subject to the terms hereof, as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Secured Obligations. Any sums paid upon or in respect of the Investment Property upon the liquidation or dissolution of any Issuer shall be paid over to the Shared Collateral Agent to be held by it hereunder as additional collateral security for the (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Secured Obligations, and in case any distribution of capital shall be made on or in respect of the Investment Property or any property shall be distributed upon or with respect to the Investment Property pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Shared Collateral Agent, be delivered to the Shared Collateral Agent to be held by it hereunder as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Secured Obligations. If any sums of money or property so paid or distributed in respect of the Investment Property shall be received by such Grantor, such Grantor shall, until such money or property is paid or delivered to the Shared Collateral Agent, hold such money or property in trust for the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties, segregated from other funds of such Grantor, as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Guarantor, the Secured Obligations.
(b) Without the prior written consent of the Shared Collateral Agent, such Grantor will not (i) vote to enable, or take any other action to permit, any Issuer to issue any Equity Interests of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any Equity Interests of any nature of any Issuer, except to the extent permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Investment Property or Proceeds thereof (except pursuant to a transaction expressly permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement), (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement and the Liens permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Shared Collateral Agent to sell, assign or transfer any of the Investment Property or Proceeds thereof.
(c) In the case of each Grantor which is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Investment Property issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Shared Collateral Agent promptly in writing of the occurrence of any of the events described in Section 5.9(a5.7(a) with respect to the Investment Property issued by it and (iii) the terms of Sections 7.3(c6.3(c) and 7.7 6.6 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.3(c6.3(c) or 7.7 6.6 with respect to the Investment Property issued by it.
Appears in 2 contracts
Samples: Guarantee and Collateral Agreement (R H Donnelley Corp), Guarantee and Collateral Agreement (Dex Media East LLC)
Investment Property. (a) If such Grantor shall become entitled to receive or shall receive any certificate in respect of any Pledged Stock (including, without limitation, including any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganizationreorganization of such Pledged Stock), option or rights in respect of the Equity Interests of any IssuerPledged Stock, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, having a value in excess of $1,000,000 such Grantor shall accept the same as the agent of the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties, hold the same in trust for the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties and and, within five (5) Business Days of such receipt, deliver the same forthwith to the Shared Collateral Agent in the exact form received, duly indorsed endorsed by such Grantor to the Shared Collateral Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Grantor and with, if the Shared otherwise in form and substance satisfactory to Collateral Agent so requests, signature guaranteedAgent, to be held by the Shared Collateral Agent, subject to the terms hereof, Agent as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the ObligationsCollateral under this Agreement. Any sums paid upon or in respect of the Investment Property upon the liquidation or dissolution of any Issuer shall be paid over to the Shared Collateral Agent to be held by it hereunder as additional collateral security for the (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations, and in In case any distribution of capital shall be made on or in respect of the Investment Property or any property shall be distributed upon or with respect to the Investment Property pursuant to in a manner which is not otherwise permitted by the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereofLoan Agreement, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Shared Collateral Agent, shall be delivered to the Shared Collateral Agent within five (5) Business Days of receipt by a Grantor, to be held by it hereunder the Collateral Agent as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations. If any sums of money or property so paid or distributed in respect of the Investment Property shall be received by such Grantor, such Grantor shall, until such money or property is paid or delivered to the Shared Collateral Agent, hold such money or property in trust for the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties, segregated from other funds of such Grantor, as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Guarantor, the Obligationsunder this Agreement.
(b) Without the prior written consent of the Shared Collateral Agent, such Grantor will not (i) vote to enable, or take any other action to permit, any Issuer to issue any Equity Interests of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any Equity Interests of any nature of any Issuer, except to the extent permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Investment Property or Proceeds thereof (except pursuant to a transaction permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement), (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement and the Liens permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Shared Collateral Agent to sell, assign or transfer any of the Investment Property or Proceeds thereof.
(c) In the case of each Grantor which is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Investment Property issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Shared Collateral Agent promptly in writing of the occurrence of any of the events described in Section 5.9(a5.5(a) hereof with respect to the Investment Property issued by it it, and (iii) the terms of Sections 7.3(c6.3(b) and 7.7 6.7 hereof shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.3(c6.3(b) or 7.7 hereof with respect to the Investment Property issued by it.
(c) On the Closing Date or, if applicable, the date on which it signs, executes and delivers an Assumption Agreement, such Grantor will duly execute (and cause the relevant Issuer to duly execute) an Issuer Control Agreement in respect of each Pledged Uncertificated Security then owned by such Grantor, and shall deliver such Issuer Control Agreement to the Collateral Agent for counter-execution. Thereafter, whenever such Grantor acquires any other Pledged Uncertificated Security constituting Capital Stock in a Subsidiary, such Grantor will promptly, and in any event within five (5) Business Days after acquiring such Pledged Uncertificated Security, duly execute (and cause the relevant Issuer to duly execute) an Issuer Control Agreement in respect of such Pledged Uncertificated Security and deliver such Issuer Control Agreement to the Collateral Agent for counter-execution.
(d) Unless an Event of Default shall have occurred and be continuing (and during an Event of Default, as permitted under Section 9.06(b) the Loan Agreement), each Grantor shall be permitted to receive dividends and other distributions in respect of the Pledged Stock and all payments made in respect of the Pledged Notes, to the extent permitted by the Loan Agreement, and to exercise all voting, corporate, consensual and other rights and privileges with respect to the Investment Property; provided, that no vote shall be cast or corporate or other consensual right exercised or other action taken which, in the Collateral Agent’s reasonable discretion, would violate any provision of the Loan Agreement, this Agreement or any other Loan Document.
(e) Without the prior written consent of the Collateral Agent, such Grantor will not (i) vote to enable, or take any other action to permit, any Issuer to issue any stock or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock or other equity securities of any nature of any Issuer (except as otherwise permitted by the Loan Agreement), (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Investment Property or Proceeds thereof (except pursuant to a transaction expressly permitted by the Loan Agreement), (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement, as otherwise permitted by the Loan Agreement or Liens arising by operation of law or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Collateral Agent to sell, assign or transfer any of the Investment Property or Proceeds thereof other than agreements expressly permitted under the Loan Agreement.
(f) To the extent required by any Organization Document or Applicable Law, such Grantor hereby consents to the pledge of the Pledged Stock by each other Grantor pursuant to the terms hereof and, upon the occurrence and during the continuance of an Event of Default, to the transfer of such Pledged Stock to the Collateral Agent or its nominee and to the substitution of the Collateral Agent or its nominee as a substituted partner, member or other equity holder in any applicable partnership, limited liability company or other entity, with all the rights, powers and duties of a general partner, limited partner, member or other equity holder, as applicable, and such Grantor shall cause each relevant Issuer to promptly execute and deliver to the Collateral Agent an acknowledgment of this Agreement in form and substance reasonably satisfactory to the Collateral Agent.
Appears in 2 contracts
Samples: Guaranty and Security Agreement (Capital Park Holdings Corp.), Guaranty and Security Agreement
Investment Property. (a) If such Grantor shall become entitled to receive or shall receive any certificate Certificated Security (including, without limitation, including any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option options or rights in respect of the Equity Interests of in any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of or other ownership interests in the Pledged StockEquity Interests, or otherwise in respect thereof, having a value in excess of $1,000,000 such Grantor shall accept the same as the agent of the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties, hold the same in trust for the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties and deliver the same forthwith promptly to the Shared Collateral Administrative Agent in the exact form received, duly indorsed endorsed by such Grantor to the Shared Collateral Administrative Agent, if required, together with an undated stock power or similar instrument of transfer covering such certificate Certificated Security duly executed in blank by such Grantor and with, if the Shared Collateral Agent so requests, signature guaranteedGrantor, to be held by the Shared Collateral Administrative Agent, subject to the terms hereof, as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations. Any sums paid upon or in respect of the Investment Property upon the liquidation or dissolution of any Issuer shall be paid over to the Shared Collateral Agent to be held by it hereunder as additional collateral security for the (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations, and in case any distribution of capital shall be made on or in respect of the Investment Property or any property shall be distributed upon or with respect to the Investment Property pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Shared Collateral Agent, be delivered to the Shared Collateral Agent to be held by it hereunder as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations. If any sums of money or property so paid or distributed in respect of the Investment Property shall be received by such Grantor, such Grantor shall, until such money or property is paid or delivered to the Shared Collateral Agent, hold such money or property in trust for the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties, segregated from other funds of such Grantor, as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Guarantor, the Obligations.
(bi) Without the prior written consent of the Shared Collateral Administrative Agent, such Grantor will shall not (i) vote to enable, or take any other action to permit, any Issuer of Pledged Equity Interests to issue any Equity Interests stock, partnership interests, limited liability company interests or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any Equity Interests stock, partnership interests, limited liability company interests or other equity securities of any nature of any Issuersuch Issuer (except, except in each case, pursuant to the extent a transaction expressly permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement), (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, any of the Investment Property constituting Collateral or Proceeds thereof or any interest therein (except except, in each case, pursuant to a transaction permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement), (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement and the Liens or any Lien permitted by each thereon pursuant to Section 6.02 of the Credit AgreementsAgreement, the Intercreditor Agreement and this Agreement or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Shared Collateral Administrative Agent to sell, assign or transfer any of the Investment Property or Proceeds thereof or any interest therein or except as permitted by the Credit Agreement, or (v) cause or permit any Issuer of any Pledged Partnership Interests or Pledged LLC Interests which are not securities (for purposes of the New York UCC) on the date hereof to elect or otherwise take any action to cause such Pledged Partnership Interests or Pledged LLC Interests to be treated as securities for purposes of the New York UCC; provided, however, notwithstanding the foregoing, if any Issuer of any Pledged Partnership Interests or Pledged LLC Interests takes any such action in violation of the provisions in this clause (v), such Grantor shall promptly notify the Administrative Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish the Administrative Agent’s “control” thereof.
(cii) In the case of each Grantor which is an Issuer, such Issuer agrees that (i) it will shall be bound by the terms of this Agreement relating to the Investment Property Pledged Collateral issued by it and will shall comply with such terms insofar as such terms are applicable to it, (ii) it will shall notify the Shared Collateral Administrative Agent promptly concurrently with delivery of the financial statements required under Section 5.04(b) of the Credit Agreement in writing of the occurrence of any of the events described in Section 5.9(a5.4(a) with respect to the Investment Property Pledged Collateral issued by it and (iii) the terms of Sections 7.3(c6.3(c) and 7.7 6.7 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.3(c6.3(c) or 7.7 6.7 with respect to the Investment Property Pledged Collateral issued by it. In addition, each Grantor which is either an Issuer or an owner of any Pledged Collateral hereby consents to the grant by each other Grantor of the security interest hereunder in favor of the Administrative Agent and to the transfer of any Pledged Collateral to the Administrative Agent or its nominee following an Event of Default and to the substitution of the Administrative Agent or its nominee as a partner, member or shareholder of the Issuer of the related Pledged Collateral.
Appears in 2 contracts
Samples: Guarantee and Collateral Agreement (Ollie's Bargain Outlet Holdings, Inc.), Guarantee and Collateral Agreement (Ollie's Bargain Outlet Holdings, Inc.)
Investment Property. (a) If such Grantor shall become entitled to receive or shall receive any certificate (including, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Equity Interests Capital Stock of any IssuerInvestment Property Issuer pledged by a Grantor, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged StockInvestment Property, or otherwise in respect thereof, having a value in excess of $1,000,000 such Grantor shall accept the same as the agent of the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured PartiesTrustee, hold the same in trust for the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties Trustee and deliver the same forthwith to the Shared Collateral Agent Trustee in the exact form received, duly indorsed by such Grantor to the Shared Collateral AgentTrustee, if required, together with an undated stock power covering such certificate duly executed in blank by such Grantor and with, (if required to perfect the Shared Collateral Agent so requests, signature guaranteedTrustee’s Lien over such Investment Property), to be held by the Shared Collateral AgentTrustee, subject to the terms hereof, as additional collateral security for (x) in the case Credit Facility Secured Obligations of such Grantor. At all times while an event of default has occurred and is continuing under the provisions of the Dex Shared GrantorsCredit Agreement or any other Loan Documents and subject to the Pari Passu Intercreditor Agreement, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations. Any any sums paid upon or in respect of the Investment Property pledged by such Grantor upon the liquidation or dissolution of any Investment Property Issuer shall be paid over to the Shared Collateral Agent Trustee to be held by it hereunder as additional collateral security for the (x) in the case Credit Facility Secured Obligations of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligationssuch Grantor, and in case any distribution of capital shall be made on or in respect of the Investment Property pledged by such Grantor or any property shall be distributed upon or with respect to the Investment Property pledged by such Grantor pursuant to the recapitalization or reclassification of the capital of any Investment Property Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Shared Collateral AgentTrustee, be delivered to the Shared Collateral Agent Trustee to be held by it hereunder as additional collateral security for (x) in the case Credit Facility Secured Obligations of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligationssuch Grantor. If any sums of money or property so paid or distributed in respect of the Investment Property pledged by a Grantor shall be received by such GrantorGrantor while an event of default has occurred and is continuing under the provisions of the Loan Documents, such Grantor shall, until such money or property is paid or delivered to the Shared Collateral AgentTrustee, hold such money or property in trust for the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured PartiesTrustee, segregated from other funds of such Grantor, as additional collateral security for (x) the Credit Facility Secured Obligations of such Grantor, in each case subject to the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Guarantor, the ObligationsPari Passu Intercreditor Agreement.
(b) Without the prior written consent of the Shared Collateral Agent, such Grantor will not (i) vote to enable, or take any other action to permit, any Issuer to issue any Equity Interests of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any Equity Interests of any nature of any Issuer, except to the extent permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Investment Property or Proceeds thereof (except pursuant to a transaction permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement), (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement and the Liens permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Shared Collateral Agent to sell, assign or transfer any of the Investment Property or Proceeds thereof.
(c) In the case of each Grantor which is an Investment Property Issuer, such Investment Property Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Investment Property issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Shared Collateral Agent Trustee promptly in writing of the occurrence of any of the events described in Section 5.9(a4.07(a) with respect to the Investment Property issued by it and (iii) the terms of Sections 7.3(cSection 5.01(b) and 7.7 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.3(c5.01(b) or 7.7 with respect to the Investment Property issued by it.
Appears in 2 contracts
Samples: Collateral Agreement (Tenneco Inc), Credit Agreement (Tenneco Inc)
Investment Property. (a) If such Grantor shall become entitled to receive or shall receive any certificate (including, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect As of the Equity Interests of date hereof (1) it has no securities accounts or commodity accounts other than those listed in Schedule 12 annexed to the Perfection Certificate and the Collateral Agent has a perfected first priority security interest in such securities accounts and commodity accounts, (2) it does not hold, own or have any Issuer, whether interest in addition to, any certificated securities or uncertificated securities other than those constituting Collateral and those maintained in substitution of, as a conversion of, securities accounts or commodity accounts listed in exchange for, any shares Schedule 12 annexed to the Perfection Certificate and (3) at the request of the Pledged Stock, or otherwise in respect thereof, having a value in excess of $1,000,000 such Grantor shall accept the same as the agent of the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties, hold the same in trust for the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties and deliver the same forthwith to the Shared Collateral Agent in the exact form received, duly indorsed by such Grantor to the Shared Collateral Agent, if requiredit will enter into a duly authorized, together with an undated stock power covering such certificate duly executed and delivered Securities Account Control Agreement, substantially in blank by such Grantor and with, if the Shared form acceptable to the Collateral Agent so requests, signature guaranteed, to be held by the Shared Collateral Agent, subject and substantially similar to the terms hereof, as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations. Any sums paid upon or in respect of the Investment Property upon the liquidation or dissolution of any Issuer shall be paid over form annexed to the Shared Collateral Agent to be held by it hereunder as additional collateral security for the (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations, and in case any distribution of capital shall be made on or in respect of the Investment Property or any property shall be distributed upon or U.S. Security Agreement with respect to the Investment Property pursuant each securities account listed in Schedule 12 annexed to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Shared Collateral Agent, be delivered to the Shared Collateral Agent to be held by it hereunder as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations. If any sums of money or property so paid or distributed in respect of the Investment Property shall be received by such Grantor, such Grantor shall, until such money or property is paid or delivered to the Shared Collateral Agent, hold such money or property in trust for the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties, segregated from other funds of such GrantorPerfection Certificate, as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Guarantor, the Obligationsapplicable.
(b) Without As between the prior written consent of Collateral Agent and the Shared Collateral Agent, such Grantor will not (i) vote to enable, or take any other action to permit, any Issuer to issue any Equity Interests of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any Equity Interests of any nature of any Issuer, except to the extent permitted by each of the Credit AgreementsObligor, the Intercreditor Agreement and this Agreement, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, Obligor shall bear the Investment Property or Proceeds thereof (except pursuant to a transaction permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement), (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement and the Liens permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Shared Collateral Agent to sell, assign or transfer any of the Investment Property or Proceeds thereof.
(c) In the case of each Grantor which is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Investment Property issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Shared Collateral Agent promptly in writing of the occurrence of any of the events described in Section 5.9(a) investment risk with respect to the Investment Property issued by it securities accounts, commodities accounts and (iii) Securities, and the terms risk of Sections 7.3(c) loss of, damage to, or the destruction of such Collateral, whether in the possession of, or maintained as a deposit by, or subject to the control of, the Collateral Agent, the Obligor or any other Person. The Obligor shall promptly pay all claims and 7.7 shall apply to it, mutatis mutandis, with respect to all actions that may be required fees of it pursuant to Section 7.3(c) whatever kind or 7.7 nature with respect to the Investment Property issued securities accounts, commodities accounts and Securities pledged by itit under this security agreement. In the event the Obligor shall fail to make such payment contemplated in the immediately preceding sentence, the Collateral Agent may do so for the account of the Obligor and the Obligor shall promptly reimburse and indemnify the Collateral Agent for all costs and expenses incurred by the Collateral Agent under this Section 3.5(3)(b) in accordance with Section 2.6 hereof.
Appears in 2 contracts
Samples: Credit Agreement (General Cable Corp /De/), Credit Agreement (General Cable Corp /De/)
Investment Property. (a) If such Grantor the Pledgor shall become entitled to receive or shall receive any certificate (including, without limitation, including any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Equity Interests of any capital stock in the Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged StockShares, as the case may be, or otherwise in respect thereof, having a value in excess of $1,000,000 such Grantor the Pledgor shall accept the same as the agent of the Shared Collateral Agent for and the benefit of the applicable Shared Collateral Secured Parties, hold the same in trust for the Shared Collateral Agent for and the benefit of the applicable Shared Collateral Secured Parties and deliver the same forthwith to the Shared Collateral Agent in the exact form received, duly indorsed by such Grantor the Pledgor to the Shared Collateral Agent, if required, together with an undated stock power or power of transfer, as the case may be, covering such certificate duly executed in blank by such Grantor the Pledgor and with, if the Shared Collateral Agent so requests, signature guaranteed, to be held by the Shared Collateral Agent, subject to the terms hereof, hereof as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Leveraged Lease Obligations. Any sums paid upon or in respect of the Investment Property upon the liquidation or dissolution of any the Issuer shall be paid over to the Shared Collateral Agent to be held by it hereunder as additional collateral security for the (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Leveraged Lease Obligations, and in case any distribution of capital shall be made on or in respect of the Investment Property or any property shall be distributed upon or with respect to the Investment Property pursuant to the recapitalization or reclassification of the capital of any the Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Shared Collateral Agent, be delivered to the Shared Collateral Agent to be held by it hereunder as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Leveraged Lease Obligations. If any sums of money or property so paid or distributed in respect of the Investment Property shall be received by such Grantorthe Pledgor, such Grantor the Pledgor shall, until such money or property is paid or delivered to the Shared Collateral Agent, hold such money or property in trust for the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties, segregated from other funds of such Grantorthe Pledgor, as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Guarantor, the Leveraged Lease Obligations.
(b) Without the prior written consent of the Shared Collateral Agent, such Grantor the Pledgor will not (i) vote to enable, or take any other action to permit, any Issuer to issue any Equity Interests stock, partnership interests or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any Equity Interests stock or other equity securities of any nature of any the Issuer, except to the extent permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Investment Property or Proceeds thereof (any Collateral, except pursuant to a transaction expressly permitted by each of the Credit Agreements, the Intercreditor Agreement and this Participation Agreement), (iii) create, incur or permit to exist any Lien or option in favor of, of or any claim of any Person with respect to, any of the Investment Property or Proceeds thereofCollateral, or any interest therein, except for the security interests created by this Agreement and the Liens permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor the Pledgor or the Shared Collateral Agent to sell, assign or transfer any of the Investment Property or Proceeds thereofCollateral.
(c) In the case of each Grantor which is an Issuer, such Issuer MEW hereby agrees that (i) it will be bound by the terms of this Agreement relating to the Investment Property issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Shared Collateral Agent promptly in writing of the occurrence of any of the events described in Section 5.9(aSECTION 4.5(a) with respect to the Investment Property issued by it and (iii) the terms of Sections 7.3(cSECTION 5.1(b) and 7.7 shall apply to it, mutatis mutandisMUTATIS MUTANDIS, with respect to all actions that may be required of it pursuant to Section 7.3(cSECTION 5.1(b) or 7.7 with respect to the Investment Property issued by it.
Appears in 2 contracts
Samples: Pledge and Collateral Agreement (Eme Homer City Generation Lp), Pledge and Collateral Agreement (Eme Homer City Generation Lp)
Investment Property. (a) If such Grantor shall become entitled to receive or shall receive any certificate (including, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Equity Interests Capital Stock of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, having a value in excess of $1,000,000 such Grantor shall accept the same as the agent of the Shared Note Lien Collateral Agent for and the benefit of the applicable Shared Collateral other Secured Parties, hold the same in trust for the Shared Note Lien Collateral Agent for and the benefit of the applicable Shared Collateral other Secured Parties and deliver the same forthwith to the Shared Note Lien Collateral Agent in the exact form received, duly indorsed by such Grantor to the Shared Note Lien Collateral Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Grantor and with, if the Shared Note Lien Collateral Agent so requests, signature guaranteed, to be held by the Shared Note Lien Collateral Agent, subject to the terms hereof, as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Issuer Obligations. Any sums paid upon or in respect of the Investment Property upon the liquidation or dissolution of any Issuer shall be paid over to the Shared Note Lien Collateral Agent to be held by it hereunder as additional collateral security for the (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Issuer Obligations, and in case any distribution of capital shall be made on or in respect of the Investment Property or any property shall be distributed upon or with respect to the Investment Property pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Shared Note Lien Collateral Agent, be delivered to the Shared Note Lien Collateral Agent to be held by it hereunder as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Issuer Obligations. If any sums of money or property so paid or distributed in respect of the Investment Property shall be received by such Grantor, such Grantor shall, until such money or property is paid or delivered to the Shared Note Lien Collateral Agent, hold such money or property in trust for the Shared Note Lien Collateral Agent for and the benefit of the applicable Shared Collateral other Secured Parties, segregated from other funds of such Grantor, as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Guarantor, the Issuer Obligations.
(b) Without the prior written consent of the Shared Note Lien Collateral Agent, such Grantor will not (i) vote to enable, or take any other action to permit, any Issuer to issue any Equity Interests Capital Stock of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any Equity Interests Capital Stock of any nature of any Issuer, except to the extent permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Investment Property or Proceeds thereof (except pursuant to a transaction expressly permitted by each of the Credit Agreements, the Intercreditor Agreement and this AgreementIndenture), (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement and the Liens permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Shared Note Lien Collateral Agent to sell, assign or transfer any of the Investment Property or Proceeds thereof.
(c) In the case of each Grantor which is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Investment Property issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Shared Note Lien Collateral Agent promptly in writing of the occurrence of any of the events described in Section 5.9(a4.6(a) with respect to the Investment Property issued by it and (iii) the terms of Sections 7.3(c5.3(c) and 7.7 5.7 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.3(c5.3(c) or 7.7 5.7 with respect to the Investment Property issued by it.
Appears in 2 contracts
Samples: Security Agreement (Thornburg Mortgage Inc), Security Agreement (Thornburg Mortgage Inc)
Investment Property. (a) If such Grantor shall become entitled to receive or shall receive any stock or other ownership certificate (including, without limitation, including any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Equity Interests of in any Issuerissuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of or other ownership interests in the Pledged StockEquity Interests, or otherwise in respect thereof, having a value in excess of $1,000,000 such Grantor shall accept the same as the agent of the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties, hold the same in trust for the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties and deliver the same forthwith to the Shared First Lien Administrative Agent or the Collateral Agent Agent, as applicable in accordance with the Intercreditor Agreement, in the exact form received, duly indorsed endorsed by such Grantor to the Shared Collateral Agent, if required, together with an undated stock power or similar instrument of transfer covering such certificate duly executed in blank by such Grantor and with, if the Shared such First Lien Administrative Agent or Collateral Agent so requests, signature guaranteed, to be held by the Shared such First Lien Administrative Agent or Collateral Agent, subject to the terms hereof, as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations. Any If an Event of Default shall occur and be continuing, (i) any sums paid upon or in respect of the Investment Property Pledged Equity Interests upon the liquidation or dissolution of any Issuer shall be paid over to the Shared First Lien Administrative Agent or the Collateral Agent Agent, as applicable in accordance with the Intercreditor Agreement, to be held by it hereunder as additional collateral security for the (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, Obligations and (yii) in the case of the Universal Shared Grantors, the Obligations, and in case any distribution of capital shall be made on or in respect of the Investment Property Pledged Equity Interests or any property shall be distributed upon or with respect to the Investment Property Pledged Equity Interests pursuant to the recapitalization or reclassification of the capital of any Issuer issuer thereof or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Shared Collateral Second Lien Administrative Agent, be delivered to the Shared First Lien Administrative Agent or the Collateral Agent Agent, as applicable in accordance with the Intercreditor Agreement, to be held by it hereunder as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations. If any sums of money or property so paid or distributed in respect of the Investment Property Pledged Equity Interests shall be received by such Grantor, such Grantor shall, until such money money, to the extent required pursuant to (i) above, or property is paid or delivered to the Shared such First Lien Administrative Agent or Collateral Agent, hold such money or property in trust for the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties, segregated from other funds of such Grantor, as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Guarantor, the Obligations.
(b) Without the prior written consent of the Shared Collateral First Lien Administrative Agent or the Second Lien Administrative Agent, as applicable in accordance with the Intercreditor Agreement, such Grantor will shall not (i) vote to enable, or take any other action to permit, any Issuer issuer of Pledged Equity Interests to issue any Equity Interests stock, partnership interests, limited liability company interests or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any Equity Interests stock, partnership interests, limited liability company interests or other equity securities of any nature of any Issuersuch issuer (except, except in each case, pursuant to the extent a transaction expressly permitted by each of the Second Lien Credit Agreements, the Intercreditor Agreement and this Agreement), (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, any of the Investment Property constituting Collateral or Proceeds thereof or any interest therein (except except, in each case, pursuant to a transaction permitted by each of the Second Lien Credit Agreements, the Intercreditor Agreement and this Agreement), (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement and the Liens or any Lien permitted by each thereon pursuant to Section 6.02 of the Second Lien Credit AgreementsAgreement, the Intercreditor Agreement and this Agreement or (iv) enter into any agreement or undertaking (other than the Intercreditor Agreement or any replacement thereof) restricting the right or ability of such Grantor or the Shared Collateral Agent to sell, assign or transfer any of the Investment Property or Proceeds thereof or any interest therein or except as permitted by the First Lien Credit Agreement, or (v) cause or permit any Issuer of any Pledged Partnership Interests or Pledged LLC Interests which are not securities (for purposes of the New York UCC) on the date hereof to elect or otherwise take any action to cause such Pledged Partnership Interests or Pledged LLC Interests to be treated as securities for purposes of the New York UCC; provided, however, notwithstanding the foregoing, if any Issuer of any Pledged Partnership Interests or Pledged LLC Interests takes any such action in violation of the provisions in this clause (v), such Grantor shall promptly notify the Second Lien Administrative Agent and the Collateral Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish the Collateral Agent’s “control” thereof.
(c) In the case of each Grantor which is an Issuer, such Issuer agrees that (i) it will shall be bound by the terms of this Agreement relating to the Investment Property Pledged Collateral issued by it and will shall comply with such terms insofar as such terms are applicable to it, (ii) it will shall notify the Shared Collateral Second Lien Administrative Agent promptly concurrently with delivery of the financial statements required under Section 5.04(b) of the First Lien Credit Agreement in writing of the occurrence of any of the events described in Section 5.9(a5.7(a) with respect to the Investment Property Pledged Collateral issued by it and (iii) the terms of Sections 7.3(c6.3(c) and 7.7 6.7 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.3(c6.3(c) or 7.7 6.7 with respect to the Investment Property Pledged Collateral issued by it. In addition, each Grantor which is either an Issuer or an owner of any Pledged Collateral hereby consents to the grant by each other Grantor of the security interest hereunder in favor of the Collateral Agent and to the transfer of any Pledged Collateral to the Collateral Agent or its nominee following an Event of Default and to the substitution of the Collateral Agent or its nominee as a partner, member or shareholder of the Issuer of the related Pledged Collateral.
Appears in 2 contracts
Samples: Second Lien Guarantee and Collateral Agreement (Generac Holdings Inc.), Second Lien Guarantee and Collateral Agreement (Generac Holdings Inc.)
Investment Property. (a) If such Grantor shall become entitled to receive or shall receive any certificate (including, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Equity Interests Capital Stock of any IssuerInvestment Property Issuer pledged by a Grantor, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged StockInvestment Property, or otherwise in respect thereof, having a value in excess of $1,000,000 such Grantor shall accept the same as the agent of the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured PartiesTrustee, hold the same in trust for the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties Trustee and deliver the same forthwith to the Shared Collateral Agent Trustee in the exact form received, duly indorsed by such Grantor to the Shared Collateral AgentTrustee, if required, together with an undated stock power covering such certificate duly executed in blank by such Grantor and with, (if required to perfect the Shared Collateral Agent so requests, signature guaranteedTrustee's Lien over such Investment Property), to be held by the Shared Collateral AgentTrustee, subject to the terms hereof, as additional collateral security for (x) in the case Indenture Secured Obligations of such Grantor. At all times while an event of default has occurred and is continuing under the provisions of the Dex Shared GrantorsIndenture or any other Note Documents and subject to the Pari Passu Intercreditor Agreement, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations. Any any sums paid upon or in respect of the Investment Property pledged by such Grantor upon the liquidation or dissolution of any Investment Property Issuer shall be paid over to the Shared Collateral Agent Trustee to be held by it hereunder as additional collateral security for the (x) in the case Indenture Secured Obligations of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligationssuch Grantor, and in case any distribution of capital shall be made on or in respect of the Investment Property pledged by such Grantor or any property shall be distributed upon or with respect to the Investment Property pledged by such Grantor pursuant to the recapitalization or reclassification of the capital of any Investment Property Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Shared Collateral AgentTrustee, be delivered to the Shared Collateral Agent Trustee to be held by it hereunder as additional collateral security for (x) in the case Indenture Secured Obligations of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligationssuch Grantor. If any sums of money or property so paid or distributed in respect of the Investment Property pledged by a Grantor shall be received by such GrantorGrantor while an event of default has occurred and is continuing under the provisions of the Note Documents, such Grantor shall, until such money or property is paid or delivered to the Shared Collateral AgentTrustee, hold such money or property in trust for the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured PartiesTrustee, segregated from other funds of such Grantor, as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Guarantor, the Obligations.
(b) Without the prior written consent of the Shared Collateral Agent, such Grantor will not (i) vote to enable, or take any other action to permit, any Issuer to issue any Equity Interests of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any Equity Interests of any nature of any Issuer, except to the extent permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Investment Property or Proceeds thereof (except pursuant to a transaction permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement), (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement and the Liens permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Shared Collateral Agent to sell, assign or transfer any of the Investment Property or Proceeds thereof.
(c) In the case of each Grantor which is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Investment Property issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Shared Collateral Agent promptly in writing of the occurrence of any of the events described in Section 5.9(a) with respect to the Investment Property issued by it and (iii) the terms of Sections 7.3(c) and 7.7 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.3(c) or 7.7 with respect to the Investment Property issued by it.segregated
Appears in 1 contract
Samples: Collateral Agreement (Tenneco Inc)
Investment Property. (a) If such Grantor shall become entitled to receive or shall receive any certificate (including, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization)certificate, option or rights in respect of the Equity Interests equity interests of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged StockEquity, or otherwise in respect thereof, having a value in excess of $1,000,000 such Grantor shall accept the same as the agent of the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured PartiesPurchasers, hold the same in trust for the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties Purchasers and deliver the same forthwith to the Shared Collateral Agent Purchasers in the exact form received, duly indorsed by such Grantor to the Shared Collateral AgentPurchasers, if required, together with an undated stock power instrument of transfer covering such certificate duly executed in blank by such Grantor and with, if the Shared Collateral Agent Purchasers so requestsrequest, signature guaranteedguarantied, to be held by the Shared Collateral AgentPurchasers, subject to the terms hereof, as additional collateral security Collateral for (x) in the case Secured Obligations. Upon the occurrence and during the continuance of an Event of Default and at the request of the Dex Shared GrantorsAgent or Purchasers, the Dex Borrower Obligations, and (yi) in the case of the Universal Shared Grantors, the Obligations. Any any sums paid upon or in respect of the Investment Property upon the liquidation or dissolution of any Issuer shall be paid over to the Shared Collateral Agent Purchasers to be held by it hereunder as additional collateral security Collateral for the (x) in the case of the Dex Shared Grantors, the Dex Borrower Secured Obligations, and (yii) in the case of the Universal Shared Grantors, the Obligations, and in case any distribution of capital shall be made on or in respect of the Investment Property or any property shall be distributed upon or with respect to the Investment Property pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest Lien in favor of the Shared Collateral AgentPurchasers, be delivered to the Shared Collateral Agent Purchasers to be held by it them hereunder as additional collateral security Collateral for (x) in the case Secured Obligations. Upon the occurrence and during the continuance of an Event of Default and at the request of the Dex Shared GrantorsAgent or Purchasers, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations. If if any sums of money or property so paid or distributed in respect of the Investment Property shall be received by such Grantor, such Grantor shall, until such money or property is paid or delivered to the Shared Collateral AgentPurchasers, hold such money or property in trust for the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured PartiesPurchasers, segregated from other funds of such Grantor, as additional collateral security Collateral for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Guarantor, the Secured Obligations.
(b) Without the prior written consent of the Shared Collateral AgentPurchasers, such Grantor will not (i) vote (other than with respect to Public Equity Securities in another issuer) to enable, or take any other action to permit, any Issuer to issue any Equity Interests equity interests of any nature or to issue any other securities or interests convertible into or granting the right to purchase or exchange for any Equity Interests equity interests of any nature of any Issuer, except to the extent except, in each case, as permitted by each of the Credit Agreements, the Intercreditor Agreement and this Note Purchase Agreement, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Investment Property or Proceeds thereof (except pursuant to a transaction expressly permitted by each of the Credit AgreementsNote Purchase Agreement) other than, with respect to Investment Property not constituting Pledged Equity or Pledged Notes, any such action which is not prohibited by the Intercreditor Agreement and this Note Purchase Agreement), (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement and the Liens permitted by each of the Credit AgreementsPermitted Liens, the Intercreditor Agreement and this Agreement or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Shared Collateral Agent Purchasers to sell, assign or transfer any of the Investment Property or Proceeds thereof, except, any such action which is not prohibited by the Note Purchase Agreement.
(c) In the case of each Grantor which is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Investment Property issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Shared Collateral Agent Purchasers promptly in writing of the occurrence of any of the events described in Section 5.9(a4.5(a) of this Agreement with respect to the Investment Property issued by it and (iii) the terms of Sections 7.3(c5.3(c) and 7.7 5.7 of this Agreement shall apply to it, mutatis mutandis, such Grantor with respect to all actions that may be required of it pursuant to Section 7.3(c5.3(c) or 7.7 with respect to 5.7 of this Agreement regarding the Investment Property issued by it.
Appears in 1 contract
Investment Property. (a) If such US Grantor shall become entitled to receive or shall receive any stock or other ownership certificate (including, without limitation, including any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Equity Interests of in any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of or other ownership interests in the Pledged StockSecurities, or otherwise in respect thereof, having a value in excess of $1,000,000 such US Grantor shall shall, to the extent such items would constitute Collateral, accept the same as the agent of the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties, hold the same in trust for the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties and and, if the value exceeds $200,000, deliver the same forthwith to the Shared Collateral Agent in the exact form received, duly indorsed endorsed by such US Grantor to the Shared Collateral Agent, if required, together with an undated stock power or similar instrument of transfer covering such certificate duly executed in blank by such Grantor and with, if the Shared Collateral Agent so requests, signature guaranteedUS Grantor, to be held by the Shared Collateral Agent, subject to the terms hereof, as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations. Any While an Event of Default is continuing, any sums paid upon or in respect of the Investment Property Pledged Securities upon the liquidation or dissolution of any Issuer of Pledged Securities shall be paid over to the Shared Collateral Agent to be held by it hereunder as additional collateral security for the (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations, and in case any distribution of capital shall be made on or in respect of the Investment Property Pledged Securities or any property shall be distributed upon or with respect to the Investment Property Pledged Securities pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Shared Collateral Agent, be delivered to the Shared Collateral Agent to be held by it hereunder as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations. If While an Event of Default is continuing, unless otherwise permitted by the Credit Agreement, if any sums of money or property so paid or distributed in respect of the Investment Property Pledged Securities shall be received by such US Grantor, such US Grantor shall, until such money or property is paid or delivered to the Shared Collateral Agent, hold such money or property in trust for the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties, segregated from other funds of such US Grantor, as additional collateral security for the Obligations. If Parent shall become entitled to receive or shall receive any stock or other ownership certificate (x) including any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Equity Interests in the case Borrower, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of or other ownership interests in the Pledged Borrower Stock, or otherwise in respect thereof, Parent shall accept the same as the agent of the Dex Shared GrantorsSecured Parties, hold the Dex same in trust for the Secured Parties and deliver the same forthwith to the Collateral Agent in the exact form received, duly endorsed by Parent to the Collateral Agent, if required, together with an undated stock power or similar instrument of transfer covering such certificate duly executed in blank by Parent, to be held by the Collateral Agent, subject to the terms hereof, as additional collateral security for the Obligations. While an Event of Default is continuing, any sums paid upon or in respect of the Pledged Borrower Stock upon the liquidation or dissolution of the Borrower shall be paid over to the Collateral Agent to be held by it hereunder as additional collateral security for the Obligations, and (y) in the case any distribution of capital shall be made on or in respect of the Universal Shared GuarantorPledged Borrower Stock or any property shall be distributed upon or with respect to the Pledged Borrower Stock pursuant to the recapitalization or reclassification of the capital of the Borrower or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Collateral Agent, be delivered to the Collateral Agent to be held by it hereunder as additional collateral security for the Obligations. While an Event of Default is continuing, unless otherwise permitted by the Credit Agreement, if any sums of money or property so paid or distributed in respect of the Pledged Securities shall be received by Parent, Parent shall, until such money or property is paid or delivered to the Collateral Agent, hold such money or property in trust for the Secured Parties, segregated from other funds of Parent, as additional collateral security for the Obligations.
(b) Without the prior written consent of the Shared Collateral Agent, such US Grantor will shall not cause or permit any Issuer of any Pledged Partnership Interests or Pledged LLC Interests which are not securities (ifor purposes of the New York UCC) vote on the date hereof to enable, elect or otherwise take any other action to permitcause such Pledged Partnership Interests or Pledged LLC Interests to be treated as securities for purposes of the New York UCC; provided, however, notwithstanding the foregoing, if any Issuer to issue any Equity Interests issuer of any nature Pledged Partnership Interests or to issue Pledged LLC Interests takes any other securities convertible into or granting such action in violation of the right to purchase or exchange for any Equity Interests provisions in this clause (v), such US Grantor shall promptly notify the Collateral Agent in writing of any nature of any Issuersuch election or action and, except in such event, shall take all steps necessary or advisable to establish the extent permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Investment Property or Proceeds thereof (except pursuant to a transaction permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement), (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement and the Liens permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Shared Collateral Agent to sell, assign or transfer any of the Investment Property or Proceeds Agent’s “control” thereof.
(c) In the case of Borrower and in the case of each US Grantor which is an Issuer, the Borrower and such Issuer agrees that (i) it will shall be bound by the terms of this Agreement relating to the Investment Property Pledged Borrower Stock and the Pledged Securities constituting Collateral issued by it and will shall comply with such terms insofar as such terms are applicable to it, (ii) it will shall notify the Shared Collateral Agent promptly in writing of the occurrence of any of the events described in Section 5.9(a5.06(a) with respect to the Investment Property Pledged Borrower Stock and the Pledged Securities constituting Collateral issued by it and (iii) the terms of Sections 7.3(c6.03(c) and 7.7 6.07 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.3(c6.03(c) or 7.7 6.07 with respect to the Investment Property Pledged Borrower Stock or Pledged Securities constituting Collateral issued by it. In addition, the Borrower and each US Grantor which is either an Issuer or an owner of any Pledged Security hereby consents to the grant by Parent and each other US Grantor of the security interest hereunder in favor of the Collateral Agent and to the transfer of any Pledged Borrower Stock or Pledged Security to the Collateral Agent or its nominee following an Event of Default and to the substitution of the Collateral Agent or its nominee as a partner, member or shareholder of the Issuer of the related Pledged Borrower Stock or Pledged Security.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Stargazer Productions)
Investment Property. (a) If such Grantor shall become entitled to receive or shall receive any stock certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Equity Interests Capital Stock of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, having a value in excess of $1,000,000 such Grantor shall accept the same as the agent of the Shared Collateral Documentation Agent for and the benefit of the applicable Shared Collateral Secured PartiesLenders, hold the same in trust for the Shared Collateral Documentation Agent for and the benefit of the applicable Shared Collateral Secured Parties Lenders and deliver the same forthwith to the Shared Collateral Documentation Agent in the exact form received, duly indorsed by such Grantor to the Shared Collateral Documentation Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Grantor and with, if the Shared Collateral Documentation Agent so requests, signature guaranteed, to be held by the Shared Collateral Documentation Agent, subject to the terms hereof, as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations. Any sums paid upon or in respect of the Investment Property pledged hereunder upon the liquidation or dissolution of any Issuer shall be paid over to the Shared Collateral Documentation Agent to be held by it hereunder as additional collateral security for the (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations, and in case any distribution of capital shall be made on or in respect of the Investment Property pledged hereunder or any property shall be distributed upon or with respect to the Investment Property pledged hereunder pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Shared Collateral Documentation Agent, be delivered to the Shared Collateral Documentation Agent to be held by it hereunder as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations. If any sums of money or property so paid or distributed in respect of the Investment Property pledged hereunder shall be received by such Grantor, such Grantor shall, until such money or property is paid or delivered to the Shared Collateral Documentation Agent, hold such money or property in trust for the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured PartiesLenders, segregated from other funds of such Grantor, as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Guarantor, the Obligations.
(b) Without the prior written consent of the Shared Collateral Documentation Agent, such Grantor will not (i) vote to enable, or take any other action to permit, any Issuer to issue any Equity Interests stock or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any Equity Interests stock or other equity securities of any nature of any Issuer, except to the extent permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Investment Property pledged hereunder or Proceeds thereof (except pursuant to a transaction expressly permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement), (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property pledged hereunder or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement and the Liens permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Shared Collateral Documentation Agent to sell, assign or transfer any of the Investment Property pledged hereunder or Proceeds thereof.
(c) In the case of each Grantor which is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Investment Property issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Shared Collateral Documentation Agent promptly in writing of the occurrence of any of the events described in Section 5.9(a5.7(a) with respect to the Investment Property issued by it and (iii) the terms of Sections 7.3(c6.3(c) and 7.7 6.7 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.3(c6.3(c) or 7.7 6.7 with respect to the Investment Property issued by it.
Appears in 1 contract
Investment Property. (a) If such Grantor shall become entitled ------------------- to receive or shall receive any certificate (including, without limitation, including any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Equity Interests of Capital Stock in any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged StockStock or Pledged Interests, as the case may be, or otherwise in respect thereof, having a value in excess of $1,000,000 such Grantor shall accept the same as the agent of the Shared Collateral Agent for and the benefit of the applicable Shared Collateral Secured Parties, hold the same in trust for the Shared Collateral Agent for and the benefit of the applicable Shared Collateral Secured Parties and deliver the same forthwith to the Shared Collateral Agent in the exact form received, duly indorsed by such Grantor to the Shared Collateral Agent, if required, together with an undated stock power or power of transfer, as the case may be, covering such certificate duly executed in blank by such Grantor and with, if the Shared Collateral Agent so requests, signature guaranteed, to be held by the Shared Collateral Agent, subject to the terms hereof, as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations. Any sums paid upon or in respect of the Investment Property upon the liquidation or dissolution of any Issuer shall be paid over to the Shared Collateral Agent to be held by it hereunder as additional collateral security for the (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations, and in case any distribution of capital shall be made on or in respect of the Investment Property or any property shall be distributed upon or with respect to the Investment Property pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Shared Collateral Agent, be delivered to the Shared Collateral Agent to be held by it hereunder as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations. If any sums of money or property so paid or distributed in respect of the Investment Property shall be received by such Grantor, such Grantor shall, until such money or property is paid or delivered to the Shared Collateral Agent, hold such money or property in trust for the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties, segregated from other funds of such Grantor, as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Guarantor, the Obligations.
(b) Without the prior written consent of the Shared Collateral Agent, such Grantor will not (i) vote to enable, or take any other action to permit, any Issuer to issue any Equity Interests stock, partnership interests or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any Equity Interests stock or other equity securities of any nature of any Issuer, except to the extent permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Investment Property or Proceeds thereof (thereof, except pursuant to a transaction expressly permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement), (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement and the Liens permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Shared Collateral Agent to sell, assign or transfer any of the Investment Property or Proceeds thereof.
(c) In the case of each Grantor which is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Investment Property issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Shared Collateral Agent promptly in writing of the occurrence of any of the events described in Section 5.9(a5.7(a) with -------------- respect to the Investment Property issued by it and (iii) the terms of Sections 7.3(c-------- 6.3(c) and 7.7 6.7 shall apply to it, mutatis mutandis, with respect to all actions ------ --- ------- -------- that may be required of it pursuant to Section 7.3(c6.3(c) or 7.7 6.7 with respect to the -------------- --- Investment Property issued by it.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Edison Mission Energy)
Investment Property. (a) If such Grantor shall become entitled to receive or shall receive any stock certificate (including, without limitation, including any certificate representing a stock dividend or a distribution in connection Table of Contents with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Equity Interests Capital Stock of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, having a value in excess of $1,000,000 such Grantor shall accept the same as the agent of the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties, hold the same in trust for the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties and deliver the same forthwith to the Shared Collateral Agent in the exact form received, duly indorsed by such Grantor to the Shared Collateral Agent, if required, together with an undated stock power or equivalents covering such certificate duly executed in blank by such Grantor and with, if the Shared Collateral Agent so requests, signature guaranteedGrantor, to be held by the Shared Collateral Agent, subject to the terms hereof, as additional collateral security for (x) the Obligations; provided, that in the case no event shall there be pledged more than 65% of any of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case outstanding Foreign Subsidiary Voting Stock of the Universal Shared Grantors, the Obligationsany first-tier Foreign Subsidiary. Any sums paid upon or in respect of the Investment Property upon the liquidation or dissolution of any Issuer shall be paid over to the Shared Collateral Agent (unless otherwise agreed in the Indenture) to be held by it hereunder as additional collateral security for the (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations, and in case any distribution of capital shall be made on or in respect of the Investment Property or any property shall be distributed upon or with respect to the Investment Property pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Shared Collateral Agent, be delivered to the Shared Collateral Agent to be held by it hereunder as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations. If any sums of money or property so paid or distributed in respect of the Investment Property shall be received by such Grantor, such Grantor shall, until such money or property is paid or delivered to the Shared Collateral Agent, hold such money or property in trust for the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties, segregated from other funds of such Grantor, as additional collateral security for (x) the Obligations. Notwithstanding the foregoing, in the case of any Capital Stock consisting of ULC Shares, (i) the Dex Shared Grantorsprovisions hereof are subject to Section 8.18 of this Agreement, (ii) no Grantor shall receive any property as trustee and (iii) to the extent not covered by clauses (i) and (ii) above, the Dex Borrower Obligations, and (y) in the case obligations of the Universal Shared Guarantor, the ObligationsGrantor provided for in this paragraph shall otherwise apply.
(b) Without the prior written consent of the Shared Collateral Agent, such Such Grantor will not not, except as permitted by the Indenture, (i) vote to enable, or take any other action to permit, any Issuer of Pledged Stock to issue any Equity Interests stock or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any Equity Interests stock or other equity securities of any nature of any Issuer, except to the extent permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Investment Property or Proceeds thereof (except pursuant to a transaction permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement)thereof, (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement and the or Liens permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement Indenture or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Shared Collateral Agent to sell, assign or transfer any of the Investment Property or Proceeds thereofthereof (unless such restriction is permitted by the Indenture).
(c) Such Grantor agrees that, with respect to any Investment Property consisting of Securities Accounts or Securities Entitlements in excess of $500,000 individually or $1,000,000 in the aggregate (other than the Employee Option Exercise Account), it shall use commercially reasonable efforts to cause the securities intermediary maintaining such Securities Account or Securities Entitlement to enter into an agreement, substantially in the form of Annex V, pursuant to which it shall agree to comply with the Collateral Agent’s “entitlement orders” Table of Contents without further consent by such Grantor and shall establish that the Collateral Agent shall have “control” (within the meaning of Section 9-106 of the UCC) over such Securities Accounts or Securities Entitlements. With respect to any Investment Property that is a Deposit Account (other than Excluded Deposit Accounts), it shall use commercially reasonable efforts to cause the depositary institution maintaining such account to enter into an agreement, substantially in the form of Annex V, pursuant to which the depositary institution shall agree to comply with the Collateral Agent’s instructions without further consent by such Grantor and shall establish that the Collateral Agent shall have “control” (within the meaning of Section 9-104 of the UCC) over such Deposit Account. Such Grantor shall have used commercially reasonable efforts to enter into such control agreement or agreements with respect to: (i) any Securities Accounts, Securities Entitlements or Deposit Accounts (other than the Employee Option Exercise Account and the Excluded Deposit Accounts) that exist on the Closing Date in excess of the thresholds set forth above no later than ninety (90) days after the Closing Date, and (ii) any Securities Accounts, Securities Entitlements, Deposit Accounts (other than the Employee Option Exercise Account and the Excluded Deposit Accounts) or Commodity Accounts in excess of the thresholds set forth above that are created or acquired after the Closing Date, as of or prior to the deposit or transfer of any such Securities Entitlements or funds, whether constituting moneys or investments, into such Securities Accounts, Deposit Accounts (other than the Employee Option Exercise Account and the Excluded Deposit Accounts) or Commodity Accounts.
(d) In the case of each Grantor which is an IssuerIssuer and is not a ULC, such Issuer Grantor agrees that (i) it will be bound by the terms of this Agreement relating to the Investment Property issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Shared Collateral Agent promptly in writing of the occurrence of any of the events described in Section 5.9(a5.8(a) with respect to the Investment Property issued by it and (iii) it will take all actions required or reasonably requested by the terms of Collateral Agent to enable or permit each Grantor to comply with Sections 7.3(c6.3(c) and 7.7 shall apply to it, mutatis mutandis, with respect 6.7 as to all actions that may be required of it pursuant to Section 7.3(c) or 7.7 with respect to the Investment Property issued by it.
(e) Such Grantor covenants and agrees that, except as permitted by the Indenture, it will not agree to any election by any limited liability company or partnership, as applicable, that is a Subsidiary of such Grantor to treat the Pledged LLC Interests or Pledged Partnership Interests, as applicable, as securities governed by the UCC unless it takes commercially reasonable action in order to establish the Collateral Agent’s “control” (within the meaning of Section 8-106 of the UCC) over such Pledged LLC Interests or Pledged Partnership Interests, as applicable.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Merge Healthcare Inc)
Investment Property. (a) If Subject to compliance with applicable Nevada Gaming Laws, if such Grantor or Pledgor shall become entitled to receive or shall receive any stock or other ownership certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Equity Interests Capital Stock of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of or other ownership interests in the Pledged Stock, or otherwise in respect thereof, having a value in excess of $1,000,000 such Grantor or Pledgor shall accept the same as the agent of the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties, hold the same in trust for the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties and deliver the same forthwith to the Shared Collateral Agent in the exact form received, duly indorsed endorsed by such Grantor or Pledgor to the Shared Collateral Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Grantor or Pledgor and with, if the Shared Collateral Agent so requests, signature guaranteed, to be held by the Shared Collateral Agent, subject to the terms hereof, as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations. Any sums paid upon or in respect of the Investment Property upon the liquidation or dissolution of any Issuer shall be paid over to the Shared Collateral Agent to be held by it hereunder as additional collateral security for the (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations, and in case any distribution of capital shall be made on or in respect of the Investment Property or any property shall be distributed upon or with respect to the Investment Property pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Shared Collateral Agent, be delivered to the Shared Collateral Agent to be held by it hereunder as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations. If any sums of money or property so paid or distributed in respect of the Investment Property shall be received by such Grantor, such Grantor shall, until such money or property is paid or delivered to the Shared Collateral Agent, hold such money or property in trust for the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties, segregated from other funds of such Grantor, as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Guarantor, the Obligations.
(b) Without the prior written consent of the Shared Collateral AgentAgent (which consent shall not be unreasonably withheld), such Grantor or Pledgor will not (i) vote to enable, or take any other action to permit, any Issuer to issue any Equity Interests stock or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any Equity Interests stock or other equity securities of any nature of any Issuer, Issuer (except pursuant to the extent a transaction permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreementthe 2014 Notes Indenture), (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, any of the Pledgor Collateral (solely in the case of Pledgor), the Investment Property (solely in the case of the Grantors) or Proceeds thereof or any interest therein (except pursuant to a transaction expressly permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreementthe 2014 Notes Indenture), (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Pledgor Collateral (solely in the case of Pledgor), the Investment Property (solely in the case of the Grantors) or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement and the other Permitted Liens permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor Grantor, the Pledgor, or the Shared Collateral Agent to sell, assign or transfer any of the Pledgor Collateral (solely in the case of Pledgor), the Investment Property (solely in the case of the Grantors) or Proceeds thereofthereof or any interest therein (except pursuant to a transaction not prohibited by the Credit Agreement and the 2014 Notes Indenture).
(c) In the case of each Grantor which is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Investment Property Pledged Securities issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Shared Collateral Agent promptly in writing of the occurrence of any of the events described in Section 5.9(a4.6(a) with respect to the Investment Property Pledged Securities issued by it it, and (iii) the terms of Sections 7.3(c5.3(c) and 7.7 5.7 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.3(c5.4(c) or 7.7 5.8 with respect to the Investment Property Pledged Securities issued by it. In addition, each Grantor which is either an Issuer or an owner of any Pledged Security and Pledgor hereby consent to the grant by each other Grantor and the Pledgor, as applicable, of the security interest hereunder in favor of the Collateral Agent and to the transfer of any Pledged Security to the Collateral Agent or its nominee following an Event of Default and to the substitution of the Collateral Agent or its nominee as a partner, member or shareholder of the Issuer of the related Pledged Security.
Appears in 1 contract
Investment Property. (a) If such Grantor shall become entitled to receive or shall receive any certificate (including, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Equity Interests of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged StockSecurities, or otherwise in respect thereof, having a value in excess of $1,000,000 such Grantor shall accept the same as the agent of the Shared Collateral Administrative Agent for and the benefit of the applicable Shared Collateral other Secured PartiesPersons, hold the same in trust for the Shared Collateral Administrative Agent for and the benefit of the applicable Shared Collateral other Secured Parties Persons and deliver the same forthwith to the Shared Collateral Administrative Agent in the exact form received, duly indorsed by such Grantor to the Shared Collateral Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Grantor and with, if the Shared Collateral Administrative Agent so requests, signature guaranteed, to be held by the Shared Collateral Administrative Agent, subject to the terms hereof, as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Secured Obligations. Any sums paid upon or in respect of the Investment Property upon the liquidation or dissolution of any Issuer shall be paid over to the Shared Collateral Agent to be held by it hereunder as additional collateral security for the (x) in the In case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations, and in case any distribution of capital shall be made on or in respect of the Investment Property or any property shall be distributed upon or with respect to the any Investment Property included in the Collateral pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Shared Collateral Administrative Agent, be delivered to the Shared Collateral Administrative Agent to be held by it hereunder as additional collateral security for (x) the Secured Obligations. Each Grantor hereby authorizes and instructs each Issuer of any Investment Property pledged by such Grantor hereunder to notify the Administrative Agent promptly in the case writing of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case occurrence of any of the Universal Shared Grantors, the Obligations. If any sums of money or property so paid or distributed events described in respect of the Investment Property shall be received by such Grantor, such Grantor shall, until such money or property is paid or delivered to the Shared Collateral Agent, hold such money or property in trust for the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties, segregated from other funds of such Grantor, as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Guarantor, the Obligationsthis Section 5.6(a).
(b) Without the prior written consent of the Shared Collateral Administrative Agent, such Grantor will not (i) vote to enable, or take any other action to permit, any Issuer to issue any Equity Interests of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any Equity Interests of any nature of any Issuer, except to the extent permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Investment Property or Proceeds thereof (except pursuant to a transaction expressly permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement), (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement and Agreement, the other Liens permitted by each of the Credit Agreements, Agreement or the Intercreditor Agreement and this Agreement security interests created by the Permitted Secured Notes Documents or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Shared Collateral Administrative Agent to sell, assign or transfer any of the Investment Property or Proceeds thereof.
(c) In the case of each Grantor which is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Investment Property issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Shared Collateral Administrative Agent promptly in writing of the occurrence of any of the events described in Section 5.9(a5.6(a) with respect to the Investment Property issued by it and (iii) the terms of Sections 7.3(cSection 6.3(c) and 7.7 Section 6.7 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.3(c6.3(c) or 7.7 Section 6.7 with respect to the Investment Property issued by it. In the case of any Issuer of any Pledged Note or Pledged Security that is not a Grantor hereunder, such Grantor shall promptly cause such Issuer to execute and deliver to the Administrative Agent an Acknowledgment and Consent.
(d) In the case of each Grantor that is a partner in a Partnership, such Grantor hereby consents to the extent required by the applicable Partnership Agreement to the pledge by each other Grantor, pursuant to the terms hereof, of the Pledged Partnership Interests in such Partnership and to the transfer of such Pledged Partnership Interests to the Administrative Agent or its nominee and to the substitution of the Administrative Agent or its nominee as a substituted partner in such Partnership with all the rights, powers and duties of a general partner or a limited partner, as the case may be. In the case of each Grantor that is a member of an LLC, such Grantor hereby consents to the extent required by the applicable LLC Agreement to the pledge by each other Grantor, pursuant to the terms hereof, of the Pledged LLC Interests in such LLC and to the transfer of such Pledged LLC Interests to the Administrative Agent or its nominee and to the substitution of the Administrative Agent or its nominee as a substituted member of the LLC with all the rights, powers and duties of a member of such LLC.
(e) Such Grantor shall not agree to any amendment of a Partnership Agreement or an LLC Agreement that (i) in any way adversely affects the perfection of the security interest of the Administrative Agent in the Pledged Partnership Interests or Pledged LLC Interests pledged by such Grantor hereunder or (ii) causes any Partnership Agreement or LLC Agreement to include an election to treat the membership interests or partnership interests of such Grantor as a security under Section 8-103 of the Applicable UCC.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (AMERICAN EAGLE ENERGY Corp)
Investment Property. (a) If such Grantor shall become entitled to receive or shall receive any stock certificate or other instrument (including, without limitation, including any certificate or instrument representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate or instrument issued in connection with any reorganization), option or rights in respect of the capital stock or other Equity Interests of any IssuerIssuer (other than Excluded Equity Interests), whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares (or such other interests) of the Pledged StockSecurities, or otherwise in respect thereof, having a value in excess of $1,000,000 such Grantor shall accept the same as the agent of the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured PartiesAgent, hold the same in trust for the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties and promptly deliver the same forthwith to the Shared Collateral Agent in the exact form received, duly indorsed by such Grantor to the Shared Collateral Agent, if required, together with an undated stock power or other equivalent instrument of transfer acceptable to the Collateral Agent covering such certificate or instrument duly executed in blank by such Grantor and with, if the Shared Collateral Agent so requests, signature guaranteedGrantor, to be held by the Shared Collateral Agent, subject to the terms hereof, as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Secured Obligations. Any Upon the occurrence and during the continuance of an Event of Default, (i) any sums paid upon or in respect of the any Investment Property upon the liquidation or dissolution of any Issuer shall be paid over to the Shared Collateral Agent to be held held, at the Collateral Agent’s option, either by it hereunder as additional collateral security Collateral for the (x) Secured Obligations or applied to the Secured Obligations as provided in the case of the Dex Shared Grantors, the Dex Borrower ObligationsSection 7.04, and (yii) in the case of the Universal Shared Grantors, the Obligations, and in case any distribution of capital shall be made on or in respect of the any Investment Property or any property shall be distributed upon or with respect to the any Investment Property pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Shared Collateral AgentAgent for the ratable benefit of the Secured Parties, be delivered to the Shared Collateral Agent to be held held, at the Collateral Agent’s option, either by it hereunder as additional collateral security Collateral for (x) the Secured Obligations or applied to the Secured Obligations as provided in Section 7.04. Upon the case occurrence and during the continuance of the Dex Shared Grantorsan Event of Default, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations. If if any sums of money or property so paid or distributed in respect of the any Investment Property shall be received by such Grantor, such Grantor shall, until such money or property is paid or delivered to the Shared Collateral Agent, hold such money or property in trust for the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties, segregated from other funds of such Grantor, as additional collateral security Collateral for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Guarantor, the Secured Obligations.
(b) Without the prior written consent of the Shared Collateral Agent, such Grantor will not (i) vote to enable, or take any other action to permit, any Issuer to issue any stock or other Equity Interests of any nature or to issue any other securities or interests convertible into or granting the right to purchase or exchange for any stock or other Equity Interests of any nature of any Issuer, Issuer (except pursuant to the extent a transaction expressly permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement), (ii) sell, assign, transfer, exchange, exchange or otherwise dispose of, or grant any option with respect to, the Investment Property or Proceeds thereof (except pursuant to a transaction expressly permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement), (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement and the Liens permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement or (iv) enter into any agreement or undertaking after the Closing Date restricting the right or ability of such Grantor or the Shared Collateral Agent to sell, assign or transfer any of the Investment Property or Proceeds thereof.
(c) In the case of each Grantor which is also an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Investment Property issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Shared Administrative Agent and the Collateral Agent promptly in writing of the occurrence of any of the events described in Section 5.9(a6.05(a) with respect to the Investment Property issued by it and (iii) the terms of Sections 7.3(c) and 7.7 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.3(c) or 7.7 with respect to the Investment Property issued by it7.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Clean Energy Fuels Corp.)
Investment Property. (a) If such Grantor shall become entitled to receive or shall receive any certificate (including, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Equity Interests Capital Stock of any IssuerIssuer of Pledged Stock, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, having a value in excess of $1,000,000 such Grantor shall accept the same as the agent of the Shared Collateral Agent for and the benefit of the applicable Shared Collateral Secured Parties, hold the same in trust for the Shared Collateral Agent for and the benefit of the applicable Shared Collateral Secured Parties and deliver the same forthwith promptly to the Shared Collateral Agent in the exact form received, duly indorsed by such Grantor to the Shared Collateral Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Grantor and with, if the Shared Collateral Agent so requests, signature guaranteed, to be held by the Shared Collateral Agent, subject to the terms hereof, as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations. Any sums paid upon or in respect of the Investment Property pledged hereunder upon the liquidation or dissolution of any Issuer shall be paid over to the Shared Collateral Agent to be held by it hereunder as additional collateral security for the (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations, and in case any distribution of capital shall be made on or in respect of the such Investment Property Property, or any property shall be distributed upon or with respect to the such Investment Property pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Shared Collateral Agent, be delivered to the Shared Collateral Agent promptly to be held by it hereunder as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations. If any sums of money or property so paid or distributed in respect of the such Investment Property shall be received by such Grantor, such Grantor shall, until such money or property is paid or delivered to the Shared Collateral Agent, hold such money or property in trust for the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties, segregated from other funds of such Grantor, as additional collateral security for the Obligations. Notwithstanding the foregoing, the Grantors shall not be required to pay over to the Collateral Agent or deliver to the Collateral Agent as Collateral any proceeds of any liquidation or dissolution of any Issuer, or any distribution of capital or property in respect of any Investment Property, to the extent that (xi) in the case such liquidation, dissolution or distribution, if treated as a Disposition of the Dex Shared Grantorsrelevant Issuer, would be permitted by the Dex Borrower Obligations, Indenture and (yii) in the case proceeds thereof are applied toward prepayment of Notes to the Universal Shared Guarantor, the Obligationsextent required by Indenture.
(b) Without the prior written consent of the Shared Collateral Agent, such Grantor will not (i) except as otherwise permitted by the Indenture, vote to enable, or take any other action to permit, any Issuer to issue any Equity Interests stock or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any Equity Interests stock or other equity securities of any nature of any Issuer, except unless such securities are delivered to the extent permitted Collateral Agent, concurrently with the issuance thereof, to be held by each of the Credit Agreements, the Intercreditor Agreement and this AgreementCollateral Agent as Collateral, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Investment Property pledged hereunder or Proceeds thereof (except pursuant to a transaction expressly permitted by each of the Credit Agreements, the Intercreditor Agreement and this AgreementIndenture), (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the such Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement and the Permitted Liens permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Shared Collateral Agent to sell, assign or transfer any of the Investment Property Pledged Securities or Proceeds thereof.
(c) In the case of each Grantor which is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Investment Property Pledged Securities issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Shared Collateral Agent promptly in writing of the occurrence of any of the events described in Section 5.9(a4.7(a) with respect to the Investment Property Pledged Securities issued by it and (iii) the terms of Sections 7.3(c5.3(c) and 7.7 5.7 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.3(c5.3(c) or 7.7 5.7 with respect to the Investment Property Pledged Securities issued by it.
(d) Each Issuer that is a partnership or a limited liability company (i) confirms that none of the terms of any equity interest issued by it provides that such equity interest is a “security” within the meaning of Sections 8-102 and 8-103 of the New York UCC (a “Security”), (ii) agrees that it will take no action to cause or permit any such equity interest to become a Security, (iii) agrees that it will not issue any certificate representing any such equity interest and (iv) agrees that if, notwithstanding the foregoing, any such equity interest shall be or become a Security, such Issuer will (and the Grantor that holds such equity interest hereby instructs such Issuer to) comply with instructions originated by the Collateral Agent without further consent by such Grantor.
Appears in 1 contract
Samples: Collateral Agreement (Primus Telecommunications Group Inc)
Investment Property. (a) If such Grantor shall become entitled to receive or shall receive any certificate (including, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization)certificate, option or rights in respect of the Equity Interests equity interests of any IssuerIssuer of Pledged Equity, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged StockEquity, or otherwise in respect thereof, having a value in excess of $1,000,000 such Grantor shall accept the same as the agent of the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured PartiesPurchaser, hold the same in trust for the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties Purchaser and promptly deliver the same forthwith to the Shared Collateral Agent Purchaser in the exact form received, duly indorsed by such Grantor to the Shared Collateral AgentPurchaser, if required, together with an undated stock power instrument of transfer covering such certificate duly executed in blank by such Grantor and with, if the Shared Collateral Agent Purchaser so requests, signature guaranteedguarantied, to be held by the Shared Collateral AgentPurchaser, subject to the terms hereof, as additional collateral security Collateral for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Secured Obligations. Any Upon the occurrence and during the continuance of an Event of Default, (i) unless Purchaser provides express prior written notice to the contrary, any sums paid upon or in respect of the Pledged Equity or other Investment Property upon the liquidation or dissolution of any Issuer shall be paid over to the Shared Collateral Agent Purchaser to be held by it hereunder as additional collateral security Collateral for the (x) in the case of the Dex Shared Grantors, the Dex Borrower Secured Obligations, and (yii) in the case of the Universal Shared Grantors, the Obligations, and in case any distribution of capital shall be made on or in respect of the Pledged Equity or other Investment Property or any property shall be distributed upon or with respect to the Pledged Equity or other Investment Property pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, ; the property so distributed shall, unless otherwise subject to a perfected security interest Lien in favor of the Shared Collateral AgentPurchaser, be promptly delivered to the Shared Collateral Agent Purchaser to be held by it hereunder as additional collateral security Collateral for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Secured Obligations. If Upon the occurrence and during the continuance of a Default or an Event of Default, if any sums of money or property so paid or distributed in respect of the Pledged Equity or other Investment Property shall be received by such Grantor, such Grantor shall, until such money or property is paid or delivered to the Shared Collateral AgentPurchaser, hold such money or property in trust for the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured PartiesPurchaser, segregated from other funds of such Grantor, as additional collateral security Collateral for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Guarantor, the Secured Obligations.
(b) Without the prior written consent of the Shared Collateral AgentPurchaser, such Grantor will not (i) vote to enable, or take any other action to permit, any Issuer to issue any Equity Interests equity interests of any nature or to issue any other securities or interests convertible into or granting the right to purchase or exchange for any Equity Interests equity interests of any nature of any Issuer, except to the extent except, in each case, as permitted by each of the Credit Agreements, the Intercreditor Agreement and this Note Purchase Agreement, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Pledged Equity or other Investment Property or Proceeds thereof (except pursuant to a transaction expressly permitted by each of the Credit Agreements, the Intercreditor Agreement and this Note Purchase Agreement), (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, to any of the Pledged Equity or other Investment Property or Proceeds thereof, or any interest therein, except for Permitted Liens (except that Pledged Equity shall not be subject to any Lien except the security interests Lien created by this Agreement and the Liens permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement hereby) or (iv) enter into or permit to exist any agreement or undertaking undertaking, including, without limitation, the governing documents of any Issuer and shareholders’ agreements or operating agreement as applicable, restricting the right or ability of such Grantor or the Shared Collateral Agent Purchaser to sell, assign or transfer any of the Pledged Equity or other Investment Property or Proceeds thereof, except as permitted by the Note Purchase Agreement.
(c) In the case of each Grantor which is an Issuer, such Issuer agrees that (i) it will shall be bound by the terms of this Agreement relating to the Investment Property issued by it and will shall comply with such terms insofar as such terms are applicable to it, (ii) it will shall notify the Shared Collateral Agent Purchaser promptly in writing of the occurrence of any of the events described in Section 5.9(a5.5(a) with respect to the Investment Property issued by it and it, (iii) the terms of Sections 7.3(c6.3(c) and 7.7 6.7 shall apply to it, mutatis mutandis, such Issuer with respect to all actions that may be required of it pursuant to Section 7.3(c6.3(c) or 7.7 with respect to 6.7 regarding the Investment Property issued by itit and (iv) it will not recognize, acknowledge or permit the pledge, transfer, grant of control or other disposition of the Investment Property issued by it (or any portion thereof) other than to or as requested by Purchaser pursuant to Section 6 unless otherwise permitted under the terms of this Agreement or the Note Purchase Agreement.
(d) Each Grantor shall cause any Pledged Equity that is issued by an Issuer that is a corporation to be and to continue to be represented by a certificate and to constitute and to continue to constitute a “security” subject to Article 8 of the UCC and shall not cause any Pledged Equity that is issued by an Issuer that is not a corporation to (i) be dealt in or traded on a securities exchange or in a securities market, (ii) be an investment company security, or (iii) (x) be, by its terms, silent on whether such Pledged Equity is or is not a “security” governed by Article 8 of the UCC, (y) by its terms expressly provide that it is not a “security” governed by Article 8 of the UCC if such Pledged Equity is evidenced by certificates or (z) by its terms expressly provide that it is a “security” governed by Article 8 of the UCC unless certificates evidencing such Pledged Equity have been delivered to Purchaser in accordance with Section 4.6 hereof. Each Grantor shall xxxx its books and records (and shall cause the Issuer of the Pledged Equity of such Grantor to xxxx its books and records) to reflect the security interest granted pursuant to this Agreement.
Appears in 1 contract
Investment Property. (a) No Grantor will allow any of its Subsidiaries: (i) that is a Domestic Subsidiary that is a corporation, business trust, joint stock company or similar Person, to issue Uncertificated Securities; (ii) that is a partnership or limited liability company, to (A) issue Equity Interests consisting of Securities that are to be dealt in or traded on securities exchanges or in securities markets, (B) expressly provide in its Organization Documents that its Equity Interests are securities governed by Article 8 of the UCC without notifying the Collateral Agent (and delivering such Certificated Securities together with related transfer powers in blank to the Collateral Agent), or (C) place such Subsidiary’s Equity Interests consisting of Securities in a Securities Account unless such account is subject to a Control Agreement; or (iii) to issue Equity Interests in addition to or in substitution for the Equity Interests pledged hereunder, except to such Grantor. Each Grantor agrees that any Uncertificated Securities shall be treated as General Intangibles.
(b) If such Grantor shall become entitled to receive or shall receive any certificate in respect of any Pledged Stock (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganizationreorganization of such Pledged Stock), option or rights in respect of the Equity Interests of any IssuerPledged Stock, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, having a value in excess of $1,000,000 such Grantor shall accept the same as the agent of the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties, hold the same in trust for the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties and promptly and in any case within five (5) Business Days (or such longer period as the Collateral Agent may agree to in its sole discretion), of such receipt, deliver the same forthwith to the Shared Collateral Agent in the exact form received, duly indorsed endorsed by such Grantor to the Shared Collateral Agent, if required, together with an undated stock transfer power covering such certificate duly executed in blank by such Grantor and with, if the Shared otherwise in form and substance satisfactory to Collateral Agent so requests, signature guaranteedAgent, to be held by the Shared Collateral Agent, subject to the terms hereof, Agent as additional collateral security Collateral for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Secured Obligations. Any sums paid upon or in respect of the Investment Property upon the liquidation or dissolution of any Issuer shall be paid over to the Shared Collateral Agent to be held by it hereunder as additional collateral security for the (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations, and in In case any distribution of capital shall be made on or in respect of the any Collateral consisting of Investment Property or any property shall be distributed upon or with respect to the any Investment Property pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereofProperty, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Shared Collateral Agent, shall be delivered to the Shared Collateral Agent promptly after the receipt thereof (and in no case later than the fifth (5th) Business Day after receipt or such later date as agreed by the Collateral Agent in its sole discretion) by or on behalf of such Grantor, to be held by it hereunder the Collateral Agent as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations. If any sums of money or property so paid or distributed in respect of the Investment Property shall be received by such Grantor, such Grantor shall, until such money or property is paid or delivered to the Shared Collateral Agent, hold such money or property in trust for the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties, segregated from other funds of such Grantor, as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Guarantor, the Obligations.
(b) Without the prior written consent of the Shared Collateral Agent, such Grantor will not (i) vote to enable, or take any other action to permit, any Issuer to issue any Equity Interests of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any Equity Interests of any nature of any Issuer, except to the extent permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Investment Property or Proceeds thereof (except pursuant to a transaction permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement), (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement and the Liens permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Shared Collateral Agent to sell, assign or transfer any of the Investment Property or Proceeds thereof.
(c) In the case of each Grantor which is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Investment Property issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Shared Collateral Agent promptly in writing of the occurrence of any of the events described in Section 5.9(a) with respect to the Investment Property issued by it and (iiiii) the terms of Sections 7.3(c5.03(c) and 7.7 5.07 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.3(c5.03(c) or 7.7 with respect to the Investment Property issued by it.
(d) If at any time and from time to time any Pledged Stock consists of an Uncertificated Security or a security in book entry form, then the applicable Grantor shall promptly take such actions as the Collateral Agent may request to cause the Collateral Agent’s Lien in such Pledged Stock to be perfected in accordance with applicable Law and subject to the Collateral and Guarantee Requirements, including (x) causing to be filed in any applicable jurisdiction one or more Uniform Commercial Code financing statements (or equivalent), and continuation statements and amendments thereto, relative to all or any part of the Pledged Stock, and naming the applicable Grantor as a debtor, (y) causing such Lien in such Pledged Stock to be registered or entered, as the case may be, in the name of the Collateral Agent with the Issuer thereof or (z) entering into an agreement, in form and substance reasonably satisfactory to Collateral Agent pursuant to which the Issuer agrees, effective upon the occurrence and during the continuance of an Event of Default; (i) to comply with instructions from the Collateral Agent as to such securities, without further consent of any Grantor or nominee or (ii) for the Collateral Agent to become the registered owner of such securities. If any securities, certificated or uncertificated, or other Investment Property now or hereafter acquired by any Grantor (other than Excluded Assets and De Minimis Accounts) are held by such Grantor or its nominee through a securities intermediary or commodity intermediary, such Grantor shall within thirty (30) days after acquiring such Investment Property (or such later period as agreed by the Collateral Agent, in its sole discretion) notify the Collateral Agent thereof and, pursuant to an agreement in form and substance reasonably acceptable to the Collateral Agent, promptly (i) cause such securities intermediary or (as the case may be) commodity intermediary to agree to comply with the entitlement orders or other instructions from the Collateral Agent to such securities intermediary as to such security entitlements, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Collateral Agent to such commodity intermediary, in each case without further consent from any Grantor or such nominee or (ii) in the case of Financial Assets or other Investment Property held through a securities intermediary, arrange for the Collateral Agent to become the entitlement holder with respect to such Investment Property with the Grantor being permitted, only with the consent of the Collateral Agent, to exercise rights to withdraw or otherwise deal with such Investment Property.
(i) Each Grantor covenants and agrees that each Organization Document to which a Grantor is a party and relating to any Pledged Stock issued by a Domestic Subsidiary (as amended, restated, supplemented or otherwise modified from time to time, each a “Pledged Partnership/LLC Agreement”) is hereby amended by this Section 4.04(d)(i) (A) to permit each member, manager and partner that is a Grantor (1) to pledge all of the Pledged Stock in which such Grantor has rights, (2) to grant and collaterally assign to the Collateral Agent, acting on behalf of the Secured Parties,, a Lien on and security interest in such Pledged Stock, and (3) to, upon any foreclosure by the Collateral Agent on such Pledged Stock (or any other sale or transfer of such Pledged Stock in lieu of such foreclosure), transfer to the Collateral Agent (or to the purchaser or other transferee of such Pledged Stock in lieu of such foreclosure) its rights and powers to manage and control the affairs of the applicable Pledged Entity, in each case, without any further consent, approval or action by any other party, including, without limitation, any other party to any Pledged Partnership/LLC Agreement or otherwise and (B) to provide that (1) the bankruptcy or insolvency of such Grantor shall not cause such Grantor to cease to be a holder of such Pledged Stock, (2) upon the occurrence of such an event, the applicable Pledged Entity shall continue without dissolution and (3) such Grantor waives any right it might have to agree in writing to dissolve the applicable Pledged Entity upon the bankruptcy or insolvency of such Grantor, or the occurrence of an event that causes such Grantor to cease to be a be a holder of such Pledged Stock.
(ii) Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent or its designee shall have the right (but not the obligation) to be substituted for the applicable Grantor as a member, manager or partner under the applicable Pledged Partnership/LLC Agreement, and the Collateral Agent or its designee shall have all rights, powers and benefits of such Grantor as a member, manager or partner, as applicable, under such Pledged Partnership/LLC Agreement in accordance with the terms of this Section 4.04(d). For avoidance of doubt, such rights, powers and benefits of a substituted member, manager or partner shall include all voting and other rights and not merely the rights of an economic interest holder.
(iii) No further consent, approval or action by any other party, including, without limitation, any other party to the applicable Pledged Partnership/LLC Agreement or otherwise shall be necessary to permit the Collateral Agent or its designee to be substituted as a member, manager or partner pursuant to this Section 4.04(d). The rights, powers and benefits granted pursuant to this paragraph shall inure to the benefit of the Collateral Agent, on its own behalf and on behalf of each other Secured Party, and each of their respective successors, assigns and designees, as intended third party beneficiaries.
(iv) Each Grantor and each applicable Pledged Entity agrees, unless expressly permitted by the terms of the Credit Documents, no Pledged Partnership/LLC Agreement shall be amended to be inconsistent with the provisions of this Section 4.04(d) without the prior written consent of the Collateral Agent.
(e) Each Grantor will furnish or cause to be furnished to the Collateral Agent statements and schedules further identifying and describing the Pledged Stock and such other reports in connection with the Pledged Stock as the Collateral Agent may reasonably request from time to time, all in reasonable detail.
(f) Each Grantor shall pay or cause to be paid, and save the Collateral Agent and the Secured Parties harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral in connection with any of the transactions contemplated by this Agreement.
(g) In order to permit the Collateral Agent to exercise the voting and consensual rights to which it may be entitled hereunder and under the Intercreditor Agreement and Credit Documents and to receive all dividends and other distributions to which it may be entitled to receive hereunder, without limiting any other right or remedy available to the Collateral Agent hereunder or under any other Credit Document, each Grantor shall promptly execute and deliver to the Collateral Agent all such proxies, dividend payment orders and other instruments as the Collateral Agent may from time to time reasonably request in order to protect, perfect, evidence and effectuate the Lien granted hereunder and the Collateral Agent’s rights and remedies with respect thereto.
Appears in 1 contract
Investment Property. (a) If such Grantor any Subsidiary Guarantor shall become entitled to receive or shall receive any stock certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Equity Interests Capital Stock of any IssuerIssuer or any other Investment Property, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, having a value in excess of $1,000,000 such Grantor Subsidiary Guarantor shall accept the same as the agent of the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured PartiesLender, hold the same in trust for the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties Lender and promptly deliver (or cause to be delivered) the same forthwith to the Shared Collateral Agent Lender in the exact form received, duly indorsed by such Grantor Subsidiary Guarantor to the Shared Collateral AgentLender, if required, together with an undated stock power covering such certificate duly executed in blank by such Grantor Subsidiary Guarantor and with, if the Shared Collateral Agent Lender so requests, signature guaranteed, to be held by the Shared Collateral AgentLender, subject to the terms hereof, as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations. Any sums paid upon or in respect of the Investment Property upon the liquidation or dissolution of any Issuer shall be paid over to the Shared Collateral Agent to be held by it hereunder as additional collateral security for the (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations, and in case any distribution of capital shall be made on or in respect of the Investment Property or any property shall be distributed upon or with respect to the Investment Property pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Shared Collateral Agent, be delivered to the Shared Collateral Agent to be held by it hereunder as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations. If any sums of money or property so paid or distributed in respect of the Investment Property shall be received by such Grantor, such Grantor shall, until such money or property is paid or delivered to the Shared Collateral Agent, hold such money or property in trust for the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties, segregated from other funds of such Grantor, as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Guarantor, the Obligations.
(b) Without the prior written consent of the Shared Collateral AgentLender, such Grantor each Subsidiary Guarantor will not (i) vote to enable, or take any other action to permit, any Issuer to issue any Equity Interests of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any Equity Interests of any nature of any Issuer, except to the extent permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Investment Property or Proceeds thereof (except pursuant to a transaction expressly permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement), ) or (iiiii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created Lien provided for by this Agreement and the Liens permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Shared Collateral Agent to sell, assign or transfer any of the Investment Property or Proceeds thereofPermitted Liens.
(c) In the case Unless an Event of Default shall have occurred and be continuing, each Grantor which is an Issuer, such Issuer agrees that (i) it will Subsidiary Guarantor shall be bound permitted to receive all cash dividends paid by the terms of this Agreement relating relevant Issuer to the Investment Property issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify extent permitted in the Shared Collateral Agent promptly Credit Agreement in writing respect of the occurrence of any Pledged Stock, and all payments made in respect of the events described in Section 5.9(a) Pledged Notes, and to exercise all voting and corporate rights with respect to the Investment Property; provided, however, that such Subsidiary Guarantor agrees that it shall not vote in any way that would be inconsistent with or result in any violation of any provision of the Credit Agreement, the Note, the Security Documents or any of the other Financing Documents.
(d) If an Event of Default shall occur and be continuing, (i) the Lender shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Investment Property issued by it and make application thereof to the Secured Obligations in such order as the Lender may determine, and (iiiii) any or all of the Investment Property may be registered in the name of the Lender or its nominee, and, subject to the terms of Sections 7.3(cthis Agreement, the Lender or its nominee may thereafter exercise (A) all voting, corporate and 7.7 shall apply other rights pertaining to itsuch Investment Property at any meeting of shareholders of the relevant Issuer or Issuers or otherwise and (B) any and all rights of conversion, mutatis mutandisexchange and subscription and any other rights, with respect privileges or options pertaining to such Investment Property as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all actions that may be required of it pursuant to Section 7.3(c) or 7.7 with respect to the Investment Property issued upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any Issuer, or upon the exercise by any Subsidiary Guarantor or the Lender of any right, privilege or option pertaining to such Investment Property, and in connection therewith, the right to deposit and deliver any and all of the Investment Property with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Lender may determine), all without liability except to account for property actually received by it, and except for its gross negligence or willful misconduct, but the Lender shall have no duty to any Subsidiary Guarantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.
(e) Each Subsidiary Guarantor hereby authorizes and instructs each Issuer of any Investment Property pledged by such Subsidiary Guarantor hereunder to comply with any instruction received by it from the Lender in writing that (i) states that an Event of Default has occurred and is continuing and (ii) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Subsidiary Guarantor, and each such Subsidiary Guarantor agrees that each Issuer shall be fully protected in so complying, to the extent such instruction is in compliance with applicable law.
(f) The rights of the Lender hereunder shall not be conditioned or contingent upon the pursuit by the Lender of any right or remedy against any other Person which may be or become liable in respect of all or any part of the Secured Obligations or against any collateral security thereof, guarantee therefor or right of offset with respect thereto. The Lender shall not be liable for any failure to demand, collect or realize upon all or any part of the Collateral or for any delay in doing so, nor shall the Lender be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Subsidiary Guarantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The Lender agrees to release promptly to any Subsidiary Guarantor any dividends, cash, securities, instruments and other property paid, payable or otherwise distributed in respect of the Collateral which it may receive under subsection 5.6(d) hereof if, prior to the occurrence of an acceleration of any of the Secured Obligations, all Defaults and Events of Default have been waived or are no longer continuing.
Appears in 1 contract
Investment Property. (a) If such Grantor shall become entitled to receive or shall receive any certificate (including, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Equity Interests Capital Stock (other than Excluded Foreign Subsidiary Stock) of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, having a value in excess of $1,000,000 such Grantor shall shall, if requested by the Administrative Agent or the Required Lenders, accept the same as the agent of the Shared Collateral Administrative Agent for and the benefit of the applicable Shared Collateral Secured Parties, hold the same in trust for the Shared Collateral Administrative Agent for and the benefit of the applicable Shared Collateral Secured Parties and deliver the same forthwith to the Shared Collateral Administrative Agent in the exact form received, duly indorsed by such Grantor to the Shared Collateral Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Grantor and with, if the Shared Collateral Administrative Agent so requests, signature guaranteed, to be held by the Shared Collateral Administrative Agent, subject to the terms hereof, as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations. Any sums paid upon or in respect of the Investment Property upon the liquidation or dissolution of any Issuer shall be paid over to the Shared Collateral Administrative Agent to be held by it hereunder as additional collateral security for the (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations, and in case any distribution of capital shall be made on or in respect of the Investment Property or any property shall be distributed upon or with respect to the Investment Property pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Shared Collateral Administrative Agent, if requested by the Administrative Agent or the Required Lenders, be delivered to the Shared Collateral Administrative Agent to be held by it hereunder as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations. If any sums of money or property so paid or distributed in respect of the Investment Property shall be received by such Grantor, such Grantor shall, until such money or property is paid or delivered to the Shared Collateral Administrative Agent, if requested by the Administrative Agent or the Required Lenders, hold such money or property in trust for the Shared Collateral Administrative Agent for and the benefit of the applicable Shared Collateral Secured Parties, segregated from other funds of such Grantor, as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Guarantor, the Obligations.
(b) Without the prior written consent of the Shared Collateral Agent, such Grantor will not (i) vote to enable, or take any other action to permit, any Issuer to issue any Equity Interests of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any Equity Interests of any nature of any Issuer, except to the extent permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Investment Property or Proceeds thereof (except pursuant to a transaction permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement), (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement and the Liens permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Shared Collateral Agent to sell, assign or transfer any of the Investment Property or Proceeds thereof.
(c) In the case of each Grantor which is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Investment Property issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Shared Collateral Agent promptly in writing of the occurrence of any of the events described in Section 5.9(a) with respect to the Investment Property issued by it and (iiiii) the terms of Sections 7.3(c6.3(c) and 7.7 6.7(b) shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.3(c6.3(c) or 7.7 6.7(b) with respect to the Investment Property issued by it.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Hanover Compressor Co /)
Investment Property. (a) If such Grantor shall become entitled to receive or shall receive any certificate (including, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Equity Interests of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, having a value in excess of $1,000,000 such Grantor shall accept the same as the agent of the Shared Collateral Agent for Secured Party and the benefit of the applicable Shared Collateral Secured Partiesother Holders, hold the same in trust for the Shared Collateral Agent for Secured Party and the benefit of the applicable Shared Collateral Secured Parties other Holders and deliver the same forthwith to the Shared Collateral Agent Secured Party (or, after the occurrence of the First Lien Closing Date and to the extent required by the Intercreditor Agreement, to the First Lien Agent, as bailee and agent for perfection for the Secured Party under the Intercreditor Agreement) in the exact form received, duly indorsed by such Grantor to the Shared Collateral Secured Party (or to the First Lien Agent, if requiredas applicable), together with an undated stock power covering such certificate duly executed in blank by such Grantor and with, if the Shared Collateral Agent so requests, with signature guaranteed, to be held by the Shared Collateral Secured Party (or, during the First Lien Period, by the First Lien Agent), subject to the terms hereof, as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Secured Obligations. Any sums paid upon or in respect of the Investment Property upon the liquidation or dissolution of any Issuer shall be paid over to the Shared Collateral Agent Secured Party (or, after the occurrence of the First Lien Closing Date and to the extent required by the Intercreditor Agreement, to the First Lien Agent, as bailee and agent for perfection for the Secured Party under the Intercreditor Agreement) to be held by it hereunder as additional collateral security for the (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Secured Obligations, and in case any distribution of capital shall be made on or in respect of the Investment Property or any property shall be distributed upon or with respect to the Investment Property pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Shared Collateral AgentSecured Party, be delivered to the Shared Collateral Agent Secured Party (or, after the occurrence of the First Lien Closing Date and to the extent required by the Intercreditor Agreement, to the First Lien Agent, as bailee and agent for perfection for the Secured Party under the Intercreditor Agreement) to be held by it hereunder as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Secured Obligations. If any sums of money or property so paid or distributed in respect of the Investment Property shall be received by such Grantor, such Grantor shall, until such money or property is paid or delivered to the Shared Collateral Secured Party (or to the First Lien Agent, as applicable), hold such money or property in trust for the Shared Collateral Agent for Secured Party and the benefit of the applicable Shared Collateral Secured Partiesother Holders, segregated from other funds of such Grantor, as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Guarantor, the Secured Obligations.
(b) Without the prior written consent of the Shared Collateral AgentSecured Party, such Grantor will not (i) vote to enable, or take any other action to permit, any Issuer to issue any Equity Interests of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any Equity Interests of any nature of any Issuer, except to the extent permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Investment Property or Proceeds thereof (except pursuant to a transaction expressly permitted by each of the Credit Agreements, the Intercreditor Agreement and this AgreementIndenture), (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement and the Liens permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement or (iv) enter into any agreement or undertaking restricting that restricts the right or ability of such Grantor or the Shared Collateral Agent Secured Party to sell, assign or transfer any of the Investment Property or Proceeds thereof; provided, however, that after the occurrence of the First Lien Closing Date, the rights of the Secured Party under this CLAUSE (B) shall be subject to the terms of the Intercreditor Agreement.
(c) In the case of each Grantor which that is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Investment Property issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Shared Collateral Agent Secured Party promptly in writing of the occurrence of any of the events described in Section 5.9(aSECTION 4.8(A) with respect to the Investment Property issued by it and (iii) the terms of Sections 7.3(cSECTIONS 5.3(C) and 7.7 5.7 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.3(cSECTION 5.3(C) or 7.7 5.7 with respect to the Investment Property issued by it.
Appears in 1 contract
Investment Property. (a) If such Grantor shall become entitled to receive or shall receive any certificate (including, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Equity Interests Capital Stock of any IssuerInvestment Property Issuer pledged by a Grantor, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged StockInvestment Property, or otherwise in respect thereof, having a value in excess of $1,000,000 such Grantor shall accept the same as the agent of the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured PartiesTrustee, hold the same in trust for the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties Trustee and deliver the same forthwith to the Shared Collateral Agent Trustee in the exact form received, duly indorsed by such Grantor to the Shared Collateral AgentTrustee, if required, together with an undated stock power covering such certificate duly executed in blank by such Grantor (if required by the Collateral Trustee) and with, if the Shared Collateral Agent Trustee so requests, signature guaranteed, to be held by the Shared Collateral AgentTrustee, subject to the terms hereof, as additional collateral security for (x) in the case PP&E Indenture Secured Obligations of such Grantor. At all times while an event of default has occurred and is continuing under the provisions of the Dex Shared GrantorsIndenture or any other Note Documents and subject to the Intercreditor Agreements, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations. Any any sums paid upon or in respect of the Investment Property pledged by such Grantor upon the liquidation or dissolution of any Investment Property Issuer shall be paid over to the Shared Collateral Agent Trustee to be held by it hereunder as additional collateral security for the (x) in the case PP&E Indenture Secured Obligations of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligationssuch Grantor, and in case any distribution of capital shall be made on or in respect of the Investment Property pledged by such Grantor or any property shall be distributed upon or with respect to the Investment Property pledged by such Grantor pursuant to the recapitalization or reclassification of the capital of any Investment Property Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Shared Collateral AgentTrustee, be delivered to the Shared Collateral Agent Trustee to be held by it hereunder as additional collateral security for (x) in the case PP&E Indenture Secured Obligations of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligationssuch Grantor. If any sums of money or property so paid or distributed in respect of the Investment Property pledged by a Grantor shall be received by such GrantorGrantor while an event of default has occurred and is continuing under the provisions of the Note Documents, such Grantor shall, until such money or property is paid or delivered to the Shared Collateral AgentTrustee, hold such money or property in trust for the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured PartiesTrustee, segregated from other funds of such Grantor, as additional collateral security for (x) the PP&E Indenture Secured Obligations of such Grantor, in each case subject to the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Guarantor, the ObligationsIntercreditor Agreements.
(b) Without the prior written consent of the Shared Collateral Agent, such Grantor will not (i) vote to enable, or take any other action to permit, any Issuer to issue any Equity Interests of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any Equity Interests of any nature of any Issuer, except to the extent permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Investment Property or Proceeds thereof (except pursuant to a transaction permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement), (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement and the Liens permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Shared Collateral Agent to sell, assign or transfer any of the Investment Property or Proceeds thereof.
(c) In the case of each Grantor which is an Investment Property Issuer, such Investment Property Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Investment Property issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Shared Collateral Agent Trustee promptly in writing of the occurrence of any of the events described in Section 5.9(a4.07(a) with respect to the Investment Property issued by it and (iii) the terms of Sections 7.3(cSection 5.01(b) and 7.7 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.3(c5.01(b) or 7.7 with respect to the Investment Property issued by it.
Appears in 1 contract
Samples: Collateral Agreement (Tenneco Inc)
Investment Property. (a) If such Grantor shall become entitled to receive or shall receive any certificate (including, without limitation, including any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Equity Interests Investment Property of any Investment Property Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged StockEquity, or otherwise in respect thereof, having a value in excess of $1,000,000 such Grantor shall accept the same as the agent of the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties, hold the same in trust for the Shared Collateral Agent Agent, for the ratable benefit of the applicable Shared Collateral Secured Parties and and, if so reasonably requested by the Collateral Agent, deliver the same forthwith to the Shared Collateral Agent in the exact form received, duly indorsed by such Grantor to the Shared Collateral Agent, if required, together with an undated stock power or other undated instruments of transfer reasonably satisfactory to the Collateral Agent, covering such certificate duly executed in blank by such Grantor and with, if the Shared Collateral Agent so requests, signature guaranteed, to be held by the Shared Collateral Agent, subject to the terms hereof, as additional collateral security for (x) the Obligations, provided that in the case no event shall more than sixty five percent 65% of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case total outstanding Foreign Corporation Voting Stock of the Universal Shared Grantors, the Obligationsany Foreign Corporation that is an Investment Property Issuer be pledged as collateral security hereunder. Any sums paid upon or in respect of the Investment Property of any Investment Property Issuer upon the liquidation or dissolution of any such Investment Property Issuer shall be paid over to the Shared Collateral Agent to be held by it hereunder as additional collateral security for the (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations, and in case any distribution of capital shall be made on or in respect of the Investment Property Property, or any property shall be distributed upon or with respect to the Investment Property pursuant to the recapitalization or reclassification of the capital of any Investment Property Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Shared Collateral Agent, be delivered to the Shared Collateral Agent to be held by it hereunder as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations. If any sums of money or property so paid or distributed in respect of the Investment Property shall be received by such Grantor, such Grantor shall, until such money or property is paid or delivered to the Shared Collateral Agent (unless otherwise subject to a perfected security interest in favor of the Collateral Agent), hold such money or property in trust for the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties, segregated from other funds of such Grantor, as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Guarantor, the Obligations.
(b) Without the prior written consent of the Shared Collateral Agent, acting at the direction of the Administrative Agent, and unless such is permitted under the Credit Agreement, such Grantor will not (i) vote to enable, or take any other action to permit, any Investment Property Issuer to issue any Equity Interests stock or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any Equity Interests stock or other equity securities of any nature of any such Investment Property Issuer, except unless such securities are delivered to the extent permitted Collateral Agent, concurrently with the issuance thereof, to be held by each the Collateral Agent as Collateral (except in the case of any Investment Property Issuer which is a joint venture, provided that (x) the Credit Agreementspercentage of such joint venture owned by such Grantor remains the same after giving effect to such issuance and (y) any such securities are delivered to the Collateral Agent, currently with the Intercreditor Agreement and this Agreementissuance thereof, to be held by the Collateral Agent as Collateral), (ii) sell, assign, transfer, exchange, exchange or otherwise dispose of, or grant any option with respect to, the Investment Property or Proceeds thereof (except pursuant to a transaction permitted by each of under the Credit Agreements, the Intercreditor Agreement and this Agreement), (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement and the Liens or permitted by each of under the Credit Agreements, the Intercreditor Agreement and this Agreement or (iv) except as otherwise permitted under the Credit Agreement, enter into any agreement or undertaking restricting the right or ability of such Grantor or the Shared Collateral Agent to sell, assign or transfer any of the Investment Property Pledged Securities or Proceeds thereof.
(c) In the case of each Grantor which that is an Investment Property Issuer, such Issuer Grantor agrees that (i) it will be bound by the terms of this Agreement relating to the Investment Property Pledged Securities issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Shared Collateral Agent promptly in writing of the occurrence of any of the events described in Section 5.9(a5.7(a) with respect to the Investment Property Pledged Securities issued by it and (iii) the terms of Sections 7.3(c6.3(c) and 7.7 6.7 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.3(cSections 6.3(c) or 7.7 6.7 with respect to the Investment Property Pledged Securities issued by it.
(d) Each Investment Property Issuer that is a partnership, joint venture or a limited liability company (i) confirms that none of the terms of any equity interest issued by it provides that such equity interest is a “security” within the meaning of Sections 8-102 and 8-103 of the New York UCC (a “Security”), (ii) agrees that it will take no action to cause or permit any such equity interest to become a Security, (iii) agrees that it will not issue any certificate representing any such equity interest without the prior written consent of the Collateral Agent acting at the direction of the Administrative Agent, (iv) agrees that if, notwithstanding the foregoing, any such equity interest shall be or become a Security, such Investment Property Issuer will (and the Grantor that holds such equity interest hereby instructs such Investment Property Issuer to) comply with instructions originated by the Collateral Agent without further consent by such Grantor and (v) if so reasonably requested by the Collateral Agent, shall deliver to the Collateral Agent a fully-executed acknowledgment of Pledge, substantially in form satisfactory to the Collateral Agent.
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Investment Property. (a) If such Grantor shall be or become entitled to receive or shall receive any certificate in respect of any Pledged Stock (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganizationreorganization of such Pledged Stock), option or rights in respect of the Equity Interests of any IssuerPledged Stock, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, having a value in excess of $1,000,000 such Grantor shall accept the same as the agent of the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties, hold the same in trust for the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties and promptly (and in any event no later than five (5) Business Days, or such longer period as the Collateral Agent may agree in its sole discretion) deliver the same forthwith to the Shared Collateral Agent in the exact form received, duly indorsed endorsed by such Grantor to the Shared Collateral Agent, if required, together with an undated stock transfer power covering such certificate duly executed in blank by such Grantor and with, if the Shared otherwise in form and substance reasonably satisfactory to Collateral Agent so requests, signature guaranteedAgent, to be held by the Shared Collateral Agent, subject to the terms hereof, Agent as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations. Any sums paid upon or in respect of the Investment Property upon the liquidation or dissolution of any Issuer shall be paid over to the Shared Collateral Agent to be held by it hereunder as additional collateral security for the (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations, and in case any distribution of capital shall be made on or in respect of the Investment Property or any property shall be distributed upon or with respect to the Investment Property pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Shared Collateral Agent, be delivered to the Shared Collateral Agent to be held by it hereunder as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations. If any sums of money or property so paid or distributed in respect of the Investment Property shall be received by such Grantor, such Grantor shall, until such money or property is paid or delivered to the Shared Collateral Agent, hold such money or property in trust for the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties, segregated from other funds of such Grantor, as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Guarantor, the Obligations.
(b) Without Other than to the prior written consent of extent otherwise permitted under the Shared Collateral AgentCredit Agreement, such Grantor will shall not grant “control” (i) vote to enable, or take any other action to permit, any Issuer to issue any Equity Interests within the meaning of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any Equity Interests of any nature of any Issuer, except to the extent permitted by each such term under Article 9-106 of the Credit Agreements, the Intercreditor Agreement and this Agreement, (iiUCC) sell, assign, transfer, exchange, or otherwise dispose of, or grant over any option with respect to, the Investment Property or Proceeds thereof (except pursuant to a transaction permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement), (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of other than the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement and the Liens permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Shared Collateral Agent to sell, assign or transfer any of the Investment Property or Proceeds thereofAgent.
(c) In the case of each Grantor which is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Investment Property issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Shared Collateral Agent promptly in writing of the occurrence of any of the events described in Section 5.9(a) with respect to the Investment Property issued by it and (iiiii) the terms of Sections 7.3(c5.3(c) and 7.7 5.7 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.3(c5.3(c) or 7.7 with respect to the Investment Property issued by it.
(d) Grantors shall (x) cause any Pledged Stock that is issued by an Issuer that is a corporation to be and to continue to be represented by a certificate and to constitute and to continue to constitute a “security” subject to Article 8 of the UCC (except, solely with respect to any Issuer that is a Foreign Subsidiary, to the extent otherwise disclosed on Schedule 4) and (y) not cause any Pledged Stock that is issued by an Issuer that is not a corporation to (i) be dealt in or traded on a securities exchange or in a securities market, (ii) be an investment company security, (iii) be held in a Securities Account not subject to a Securities Account control agreement or (iv) (x) be, by its terms, silent on whether such Pledged Stock is or is not a “security” governed by Article 8 of the UCC or by its terms expressly provide that it is not a “security” governed by Article 8 of the UCC if, in either case, such Pledged Stock is evidenced by certificates, or (y) by its terms expressly provide that it is a “security” governed by Article 8 of the UCC unless certificates evidencing such Pledged Stock have been delivered to Administrative Agent in accordance with Section 4.5(a) hereof.
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Investment Property. (a) If such Unless an Event of Default shall have occurred and be continuing and the Collateral Agent shall have given written notice to the relevant Grantor of the Collateral Agent’s intent to exercise its corresponding rights pursuant to Section 6.3(b), each Grantor shall become entitled be permitted to receive or shall receive any certificate (including, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights all cash dividends and distributions paid in respect of the Pledged Equity Interests of any Issuer, whether and all payments made in addition to, in substitution of, as a conversion of, or in exchange for, any shares respect of the Pledged StockNotes, to the extent permitted in the Facility Agreement, and to exercise all voting and other rights with respect to the Investment Property; provided, that no vote shall be cast or otherwise other right exercised or action taken which would reasonably be expected to materially impair the Collateral or which would be inconsistent with or result in respect thereof, having a value in excess any violation of $1,000,000 such Grantor shall accept the same as the agent any provision of the Shared Facility Agreement, this Agreement or any other Transaction Document.
(b) If an Event of Default shall occur and be continuing and the Collateral Agent shall give notice of the Collateral Agent’s intent to exercise such rights to the relevant Grantor or Grantors, (i) the Collateral Agent for the ratable benefit of the applicable Shared Collateral Secured Parties, hold the same in trust for the Shared Collateral Agent for the benefit itself and each of the applicable Shared Collateral Secured Parties Lenders shall have the right to receive any and deliver the same forthwith to the Shared Collateral Agent in the exact form receivedall cash dividends and distributions, duly indorsed by such Grantor to the Shared Collateral Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Grantor and with, if the Shared Collateral Agent so requests, signature guaranteed, to be held by the Shared Collateral Agent, subject to the terms hereof, as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations. Any sums payments or other Proceeds paid upon or in respect of the Investment Property upon the liquidation or dissolution of any Issuer shall be paid over and make application thereof to the Shared Secured Obligations in such order as the Collateral Agent may determine in its discretion, (ii) the Collateral Agent for the ratable benefit of itself and each of the Lenders shall have the right to cause any or all of the Investment Property to be held by it hereunder as additional collateral security registered in the name of the Collateral Agent for the ratable benefit of itself and each of the Lenders or their nominee and (iii) the Collateral Agent or its nominee may exercise (x) in the case all voting and other rights pertaining to such Investment Property at any meeting of holders of the Dex Shared Grantors, equity interests of the Dex Borrower Obligations, relevant Issuer or Issuers or otherwise (or by written consent) and (y) in any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Investment Property as if they were the case of absolute owner thereof (including the Universal Shared Grantors, the Obligations, right to exchange at its discretion any and in case any distribution of capital shall be made on or in respect all of the Investment Property upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other structure of any Issuer, or upon the exercise by any Grantor or the Collateral Agent of any right, privilege or option pertaining to such Investment Property, and in connection therewith, the right to deposit and deliver any and all of the Investment Property with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Agent may determine), all without liability except to account for property actually received by it, but neither the Collateral Agent nor any Lender shall have any 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.
(c) After the occurrence and during the continuance of an Event of Default, each Grantor hereby authorizes and instructs each Issuer of any Investment Property pledged by such Grantor hereunder to (i) comply with any instruction received by it from the Collateral Agent in writing that (x) states that an Event of Default has occurred and is continuing and (y) 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 Issuer shall be distributed upon fully protected in so complying and (ii) unless otherwise expressly permitted hereby, pay any dividends, distributions or other payments with respect to the Investment Property pursuant directly to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Shared Collateral Agent, be delivered to the Shared Collateral Agent to be held by it hereunder as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations. If any sums of money or property so paid or distributed in respect of the Investment Property shall be received by such Grantor, such Grantor shall, until such money or property is paid or delivered to the Shared Collateral Agent, hold such money or property in trust for the Shared Collateral Agent for the ratable benefit of the applicable Shared Collateral Secured Parties, segregated from other funds of such Grantor, as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, itself and (y) in the case of the Universal Shared Guarantor, the Obligations.
(b) Without the prior written consent of the Shared Collateral Agent, such Grantor will not (i) vote to enable, or take any other action to permit, any Issuer to issue any Equity Interests of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any Equity Interests of any nature of any Issuer, except to the extent permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Investment Property or Proceeds thereof (except pursuant to a transaction permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement), (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement and the Liens permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Shared Collateral Agent to sell, assign or transfer any of the Investment Property or Proceeds thereofLenders.
(c) In the case of each Grantor which is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Investment Property issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Shared Collateral Agent promptly in writing of the occurrence of any of the events described in Section 5.9(a) with respect to the Investment Property issued by it and (iii) the terms of Sections 7.3(c) and 7.7 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.3(c) or 7.7 with respect to the Investment Property issued by it.
Appears in 1 contract
Investment Property. (a) If such Grantor shall become entitled to receive or shall receive any stock or other ownership certificate (including, without limitation, including any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Equity Interests of in any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of or other ownership interests in the Pledged StockSecurities, or otherwise in respect thereof, having a value in excess of $1,000,000 such Grantor shall accept the same as the agent of the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties, hold the same in trust for the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties and deliver the same forthwith to the Shared Collateral Agent in the exact form received, duly indorsed endorsed by such Grantor to the Shared Collateral Agent, if required, together with an undated stock power or similar instrument of transfer covering such certificate duly executed in blank by such Grantor and with, if the Shared Collateral Agent so requests, signature guaranteed, to be held by the Shared Collateral Agent, subject to the terms hereof, as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations. Any sums paid upon or in respect of the Investment Property Pledged Securities upon the liquidation or dissolution of any Issuer shall be paid over to the Shared Collateral Agent to be held by it hereunder as additional collateral security for the (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations, and in case any distribution of capital shall be made on or in respect of the Investment Property Pledged Securities or any property shall be distributed upon or with respect to the Investment Property Pledged Securities pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Shared Collateral Agent, be delivered to the Shared Collateral Agent to be held by it hereunder as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations. If any sums of money or property so paid or distributed in respect of the Investment Property Pledged Securities shall be received by such Grantor, such Grantor shall, until such money or property is paid or delivered to the Shared Collateral Agent, hold such money or property in trust for the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties, segregated from other funds of such Grantor, as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Guarantor, the Obligations.
(b) Without the prior written consent of the Shared Collateral Agent, such Grantor will not shall not, except, in each case, as expressly permitted by the Credit Agreement (i) vote to enable, or take any other action to permit, any Issuer to issue any Equity Interests stock, partnership interests, limited liability company interests or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any Equity Interests stock, partnership interests, limited liability company interests or other equity securities of any nature of any Issuer, except to the extent permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, any of the Investment Property or Proceeds thereof (except pursuant to a transaction permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement)or any interest therein, (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement and the Liens permitted by each of the Credit AgreementsAgreement, the Intercreditor Agreement and this Agreement or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Shared Collateral Agent to sell, assign or transfer any of the Investment Property or Proceeds thereof or any interest therein or (v) cause or permit any Issuer of any Pledged Partnership Interests or Pledged LLC Interests which are not securities (for purposes of the New York UCC) on the date of this Agreement to elect or otherwise take any action to cause such Pledged Partnership Interests or Pledged LLC Interests to be treated as securities for purposes of the New York UCC; provided, however, notwithstanding the foregoing, if any issuer of any Pledged Partnership Interests or Pledged LLC Interests takes any such action in violation of the provisions in this clause (v), such Grantor shall promptly notify the Collateral Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish the Collateral Agent's "control" thereof; and provided, further, that the certification of any of the Pledged Equity shall not constitute a violation of this clause (v), if the certificates are delivered to the Collateral Agent.
(c) In the case of each Grantor which is an Issuer, such Issuer agrees that (i) it will shall be bound by the terms of this Agreement relating to the Investment Property Pledged Securities issued by it and will shall comply with such terms insofar as such terms are applicable to it, (ii) it will shall notify the Shared Collateral Agent promptly in writing of the occurrence of any of the events described in Section 5.9(a5.8(a) with respect to the Investment Property Pledged Securities issued by it and (iii) the terms of Sections 7.3(c6.3(c) and 7.7 6.7 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.3(c6.3(c) or 7.7 6.7 with respect to the Investment Property Pledged Securities issued by it. In addition, each Grantor which is either an Issuer or an owner of any Pledged Security hereby consents to the grant by each other Grantor of the security interest hereunder in favor of the Collateral Agent and to the transfer of any Pledged Security to the Collateral Agent or its nominee following an Event of Default and to the substitution of the Collateral Agent or its nominee as a partner, member or shareholder of the Issuer of the related Pledged Security.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Alpha Natural Resources, Inc.)
Investment Property. (a) If such With respect to its Investment Property whether now existing or hereafter created or acquired and wheresoever located, each Grantor shall become entitled represents, warrants and covenants to receive or shall receive any certificate (including, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Equity Interests of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, having a value in excess of $1,000,000 such Grantor shall accept the same as the agent of the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties, hold the same in trust for the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties and deliver the same forthwith to the Shared Collateral Agent in the exact form received, duly indorsed by such Grantor to the Shared Collateral Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Grantor and with, if the Shared Collateral Agent so requests, signature guaranteed, to be held by the Shared Collateral Agent, subject to the terms hereof, as additional collateral security for that:
(xi) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations. Any sums paid upon or in respect of the Investment Property upon the liquidation or dissolution of any Issuer certificated securities shall be paid over to the Shared Collateral Agent to be held by it hereunder as additional collateral security for the (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations, and in case any distribution of capital shall be made on or in respect of the Investment Property or any property shall be distributed upon or with respect to the Investment Property pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Shared Collateral Agent, be delivered to the Shared Collateral Agent Agent, or its agent or bailee, together with duly executed undated stock powers endorsed in blank pertaining thereto.
(ii) All dividends and other distributions with respect to be held by it hereunder as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations. If any sums of money or property so paid or distributed in respect of the Investment Property shall be received subject to the security interest conferred hereunder, provided, however, that cash dividends paid to a Grantor as record owner of the Investment Property may be disbursed to and retained by such Grantor.
(iii) So long as no Event of Default shall have occurred and be continuing, such each Grantor shallshall be entitled to exercise all voting and other rights and powers pertaining to Investment Property for all purposes not inconsistent with the terms hereof or the Indenture.
(iv) Upon the occurrence and during the continuance of any Event of Default, until such money or property is paid or delivered at the option of the Collateral Agent upon notice to the Shared Collateral Agentrelevant Grantor, hold such money all rights of the Grantors to exercise the voting or property in trust for consensual rights and powers which it is authorized to exercise pursuant to clause (iii) immediately above shall cease and the Shared Collateral Agent may thereupon (but shall not be obligated to), at its request, cause such Collateral to be registered in the name of the Collateral Agent or its nominee or agent for the benefit of the applicable Shared Collateral Secured Parties, segregated from other funds Parties and/or exercise such voting or consensual rights and powers as appertain to ownership of such Grantor, as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower ObligationsCollateral, and (y) in to that end each Grantor hereby appoints the case of the Universal Shared Guarantor, the Obligations.
(b) Without the prior written consent of the Shared Collateral Agent, such Grantor will not (i) vote to enable, or take any other action to permit, any Issuer to issue any Equity Interests of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any Equity Interests of any nature of any Issuer, except to the extent permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Investment Property or Proceeds thereof (except pursuant to a transaction permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement), (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement and the Liens permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Shared Collateral Agent as its proxy, with full power of substitution, to sell, assign or transfer any of the Investment Property or Proceeds thereof.
(c) In the case of each Grantor which is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Investment Property issued by it vote and will comply with such terms insofar exercise all other rights as such terms are applicable to it, (ii) it will notify the Shared Collateral Agent promptly in writing of the occurrence of any of the events described in Section 5.9(a) a shareholder with respect to the such Investment Property issued by it upon the occurrence and (iii) during the terms continuance of Sections 7.3(c) any Event of Default, which proxy is coupled with an interest and 7.7 is irrevocable until the termination of this Security Agreement, and each Grantor hereby agrees to provide such further proxies as the Collateral Agent may request; provided, however, that the Collateral Agent in its discretion may from time to time refrain from exercising, and shall apply not be obligated to itexercise, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.3(c) any such voting or 7.7 with respect to the Investment Property issued by itconsensual rights or such proxy.
Appears in 1 contract
Investment Property. (a) If such Grantor Unless an Event of Default shall become entitled have occurred and be continuing and the Agent shall have given notice to the relevant Obligor of the Agent’s intent to exercise its corresponding rights pursuant to Section 6.3(b), each Obligor shall be permitted to receive or shall receive any certificate (including, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights all cash dividends and distributions paid in respect of the Pledged Equity Interests of any Issuer, whether and all payments made in addition to, in substitution of, as a conversion of, or in exchange for, any shares respect of the Pledged StockNotes, to the extent permitted in the Credit Agreement, and to exercise all voting and other rights with respect to the Investment Property; provided, that no vote shall be cast or otherwise other right exercised or action taken which could impair the Collateral or which would be inconsistent with or result in respect thereof, having a value in excess any violation of $1,000,000 such Grantor shall accept the same as the agent any provision of the Shared Collateral Credit Agreement, this Agreement or any other Loan Document.
(b) If an Event of Default shall occur and be continuing and the Agent for the benefit shall give notice of the applicable Shared Collateral Secured Parties, hold the same in trust for the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties and deliver the same forthwith its intent to exercise such rights to the Shared Collateral relevant Obligor or Obligors, (i) the Agent in shall have the exact form receivedright to receive any and all cash dividends and distributions, duly indorsed by such Grantor to the Shared Collateral Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Grantor and with, if the Shared Collateral Agent so requests, signature guaranteed, to be held by the Shared Collateral Agent, subject to the terms hereof, as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations. Any sums payments or other Proceeds paid upon or in respect of the Investment Property upon and make application thereof to the liquidation Obligations in such order as the Agent may determine, and (ii) any or dissolution all of any Issuer the Investment Property shall be paid over to registered in the Shared Collateral name of the Agent to be held by it hereunder as additional collateral security for or its nominee, and the Agent or its nominee may thereafter exercise (x) in the case all voting and other rights pertaining to such Investment Property at any meeting of holders of the Dex Shared Grantors, equity interests of the Dex Borrower Obligations, relevant Issuer or Issuers or otherwise and (y) in any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Investment Property as if it were the case of absolute owner thereof (including the Universal Shared Grantors, the Obligations, right to exchange at its discretion any and in case any distribution of capital shall be made on or in respect all of the Investment Property upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other structure of any Issuer, or upon the exercise by any Obligor or the Agent of any right, privilege or option pertaining to such Investment Property, and in connection therewith, the right to deposit and deliver any and all of the Investment Property with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Agent may determine), all without liability except to account for property actually received by it, but the Agent shall have no duty to any Obligor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.
(c) Each Obligor hereby authorizes and instructs each Issuer of any Investment Property pledged by such Obligor hereunder to (i) comply with any instruction received by it from the Agent in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Obligor, and each Obligor agrees that each Issuer shall be distributed upon fully protected in so complying and (ii) unless otherwise expressly permitted hereby, pay any dividends, distributions or other payments with respect to the Investment Property pursuant directly to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Shared Collateral Agent, be delivered to the Shared Collateral Agent to be held by it hereunder as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations. If any sums of money or property so paid or distributed in respect of the Investment Property shall be received by such Grantor, such Grantor shall, until such money or property is paid or delivered to the Shared Collateral Agent, hold such money or property in trust for the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties, segregated from other funds of such Grantor, as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Guarantor, the Obligations.
(b) Without the prior written consent of the Shared Collateral Agent, such Grantor will not (i) vote to enable, or take any other action to permit, any Issuer to issue any Equity Interests of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any Equity Interests of any nature of any Issuer, except to the extent permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Investment Property or Proceeds thereof (except pursuant to a transaction permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement), (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement and the Liens permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Shared Collateral Agent to sell, assign or transfer any of the Investment Property or Proceeds thereof.
(c) In the case of each Grantor which is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Investment Property issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Shared Collateral Agent promptly in writing of the occurrence of any of the events described in Section 5.9(a) with respect to the Investment Property issued by it and (iii) the terms of Sections 7.3(c) and 7.7 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.3(c) or 7.7 with respect to the Investment Property issued by it.
Appears in 1 contract
Samples: Guaranty and Collateral Agreement (Ptek Holdings Inc)
Investment Property. (a) If such any Grantor shall become entitled to receive or shall receive (i) any certificate Certificated Security (including, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Equity Interests Capital Stock of any IssuerIssuer included in the Collateral, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, having a value in excess of $1,000,000 such Grantor shall accept the same as the agent of the Shared Collateral Agent for and the benefit of the applicable Shared Collateral other Secured Parties, hold the same in trust for the Shared Collateral Agent for and the benefit of the applicable Shared Collateral other Secured Parties and shall on or before 45 days following such acquisition (or such longer period as to which the Collateral Agent may agree), or, if an Event of Default has occurred and is continuing, promptly following written notice thereof given by the Collateral Agent to such Grantor, deliver the same forthwith promptly to the Shared Collateral Agent in the exact form received, duly indorsed by such Grantor to the Shared Collateral Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Grantor and with, if the Shared Collateral Agent so requests, signature guaranteed, to be held by the Shared Collateral Agent, subject to the terms hereof, as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations. Any sums paid upon ; provided that with respect to the Pledged Stock of any Excluded Foreign Subsidiary, such Grantor shall not be required to deliver such certificate to the Collateral Agent to the extent and for so long as such Capital Stock is not required to be pledged hereunder pursuant to the Credit Agreement or (ii) any Uncertificated Security (including, without limitation, any interest representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), in respect of the Investment Property upon the liquidation or dissolution Capital Stock of any Issuer included in the Collateral, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, such Grantor shall be paid over accept the same as the agent of the Collateral Agent and the other Secured Parties, hold the same in trust for the Collateral Agent and the other Secured Parties and shall on or before 45 days following such acquisition (or such longer period as to which the Shared Collateral Agent may agree), or, if an Event of Default has occurred and is continuing, promptly following written notice thereof given by the Collateral Agent to be held by it hereunder as additional collateral security for the (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations, and in case any distribution of capital shall be made on or in respect of the Investment Property or any property shall be distributed upon or with respect to the Investment Property pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Shared Collateral Agent, be delivered to the Shared Collateral Agent to be held by it hereunder as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations. If any sums of money or property so paid or distributed in respect of the Investment Property shall be received by such Grantor, such Grantor shallshall cause the issuer of such Uncertificated Security to duly authorize, until such money or property is paid or delivered execute, and deliver to the Shared Collateral Agent, hold such money or property in trust for the Shared Collateral Agent an agreement for the benefit of the applicable Shared Collateral Agent and the other Secured Parties, segregated from Parties in form and substance reasonably satisfactory to the Collateral Agent pursuant to which such issuer agrees to comply with any and all instructions originated by the Collateral Agent without further consent by the registered owner and not to comply with instructions regarding such Uncertificated Security originated by any other funds Person other than a court of such Grantor, as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Guarantor, the Obligationscompetent jurisdiction.
(b) Without the prior written consent of the Shared Collateral Agent, such Grantor will not (i) vote to enable, or take any other action to permit, any Issuer to issue any Equity Interests of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any Equity Interests of any nature of any Issuer, except to the extent permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Investment Property or Proceeds thereof (except pursuant to a transaction permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement), (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement and the Liens permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Shared Collateral Agent to sell, assign or transfer any of the Investment Property or Proceeds thereof.
(c) In the case of each Grantor which is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Investment Property Capital Stock issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Shared Collateral Agent promptly in writing of the occurrence of any of the events described in Section 5.9(a4.5(a) with respect to the Investment Property Capital Stock issued by it and (iii) the terms of Sections 7.3(c5.3(c) and 7.7 5.7 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.3(c5.3(c) or 7.7 5.7 with respect to the Investment Property Capital Stock issued by it.
Appears in 1 contract
Investment Property. (a) If such Grantor shall become entitled to receive or shall receive any certificate (including, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Equity Interests Capital Stock of any IssuerInvestment Property Issuer pledged by a Grantor, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged StockInvestment Property, or otherwise in respect thereof, having a value in excess of $1,000,000 such Grantor shall accept the same as the agent of the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured PartiesTrustee, hold the same in trust for the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties Trustee and deliver the same forthwith to the Shared Collateral Agent Trustee in the exact form received, duly indorsed by such Grantor to the Shared Collateral AgentTrustee, if required, together with an undated stock power covering such certificate duly executed in blank by such Grantor (if required by the Collateral Trustee) and with, if the Shared Collateral Agent Trustee so requests, signature guaranteed, to be held by the Shared Collateral AgentTrustee, subject to the terms hereof, as additional collateral security for (x) in the case PP&E Indenture Secured Obligations of such Grantor. At all times while an event of default has occurred and is continuing under the provisions of the Dex Shared GrantorsIndenture or any other Note Documents and subject to the Intercreditor Agreements, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations. Any any sums paid upon or in respect of the Investment Property pledged by such Grantor upon the liquidation or dissolution of any Investment Property Issuer shall be paid over to the Shared Collateral Agent Trustee to be held by it hereunder as additional collateral security for the (x) in the case PP&E Indenture Secured Obligations of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligationssuch Grantor, and in case any distribution of capital shall be made on or in respect of the Investment Property pledged by such Grantor or any property shall be distributed upon or with respect to the Investment Property pledged by such Grantor pursuant to the recapitalization or reclassification of the capital of any Investment Property Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Shared Collateral AgentTrustee, be delivered to the Shared Collateral Agent Trustee to be held by it hereunder as additional collateral security for (x) in the case PP&E Indenture Secured Obligations of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligationssuch Grantor. If any sums of money or property so paid or distributed in respect of the Investment Property pledged by a Grantor shall be received by such GrantorGrantor while an event of default has occurred and is continuing under the provisions of the Note Documents, such Grantor shall, until such money or property is paid or delivered to the Shared Collateral AgentTrustee, hold such money or property in trust for the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured PartiesTrustee, segregated from other funds of such Grantor, as additional collateral security for (x) the PP&E Indenture Secured Obligations of such Grantor, in each case subject to the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Guarantor, the ObligationsIntercreditor Agreement.
(b) Without the prior written consent of the Shared Collateral Agent, such Grantor will not (i) vote to enable, or take any other action to permit, any Issuer to issue any Equity Interests of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any Equity Interests of any nature of any Issuer, except to the extent permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Investment Property or Proceeds thereof (except pursuant to a transaction permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement), (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement and the Liens permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Shared Collateral Agent to sell, assign or transfer any of the Investment Property or Proceeds thereof.
(c) In the case of each Grantor which is an Investment Property Issuer, such Investment Property Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Investment Property issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Shared Collateral Agent Trustee promptly in writing of the occurrence of any of the events described in Section 5.9(a4.07(a) with respect to the Investment Property issued by it and (iii) the terms of Sections 7.3(cSection 5.01(b) and 7.7 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.3(c5.01(b) or 7.7 with respect to the Investment Property issued by it.
Appears in 1 contract
Samples: Collateral Agreement (Tenneco Inc)
Investment Property. (a) If such Grantor shall become entitled to receive or shall receive any certificate (including, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Equity Interests of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, having a value in excess of $1,000,000 such Grantor shall accept the same as the agent of the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties, hold the same in trust for the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties and deliver the same forthwith to the Shared Collateral Agent in the exact form received, duly indorsed by such Grantor to the Shared Collateral Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Grantor and with, if the Shared Collateral Agent so requests, signature guaranteed, to be held by the Shared Collateral Agent, subject Subject to the terms hereof, as additional collateral security for (x) in the case of the Dex Shared GrantorsIntercreditor Agreement, after the Dex Borrower Obligationsoccurrence and during the continuation of an Event of Default, and (y) in the case of the Universal Shared Grantorsupon Second-Priority Collateral Agent’s written request, the Obligations. Any any sums paid upon or in respect of the Investment Property upon the liquidation or dissolution of any Pledged Stock Issuer shall be paid over to the Shared Second-Priority Collateral Agent to be held by it hereunder as additional collateral security for the (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations, and in case any distribution of capital shall be made on or in respect of the Investment Property Property, or any property shall be distributed upon or with respect to the Investment Property pursuant to the recapitalization or reclassification of the capital of any Pledged Stock Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Shared Second-Priority Collateral Agent, be delivered to the Shared Second-Priority Collateral Agent to be held by it hereunder as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations. If any sums of money or property so paid or distributed in respect of the Investment Property shall be received by such Grantor, such Grantor shall, until such money or property is paid or delivered to the Shared Second-Priority Collateral Agent, hold such money or property in trust for the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties, segregated from other funds of such Grantor, as additional collateral security for the Obligations. Notwithstanding the foregoing, the Grantors shall not be required to pay over to the Second-Priority Collateral Agent or deliver to the Second-Priority Collateral Agent as Collateral
(xA) any proceeds of any liquidation or dissolution of any Pledged Stock Issuer, or any distribution of capital or property in respect of any Investment Property, to the case extent that (i) such liquidation, dissolution or distribution, if treated as a Disposition of the Dex Shared Grantorsrelevant Pledged Stock Issuer, would be permitted by the Dex Borrower Obligations, Second-Priority Indenture and (yii) the proceeds thereof are applied in accordance with the case of Second-Priority Indenture or (B) distributions permitted under the Universal Shared Guarantor, the ObligationsSecond-Priority Indenture.
(b) Without the prior written consent of the Shared Collateral Agent, such Such Grantor will not (i) vote to enable, or take any other action to permit, any Pledged Stock Issuer to issue any Equity Interests stock or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any Equity Interests stock or other equity securities of any nature of any Pledged Stock Issuer, except unless, with respect to any such stock or equity securities or other securities convertible into or granting the right to purchase or exchange for any stock or other equity securities of any nature of any Pledged Stock Issuer such Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 3.2, to the extent permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreementrequired herein, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Investment Property Pledged Stock or Proceeds thereof (except pursuant to a transaction expressly permitted by each of the Credit Agreements, the Intercreditor Agreement and this AgreementIndenture), (iiiii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property Pledged Stock or Proceeds thereof, or any interest therein, except for the security interests created or permitted by this Agreement and or as permitted under the Liens permitted by each of the Credit AgreementsIndenture, the Intercreditor Agreement and this Agreement or (iviii) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Shared Second-Priority Collateral Agent to sell, assign or transfer any of the Investment Property Pledged Stock or Proceeds thereofthereof or (iv) deliver certificates representing Pledged Stock of any Subsidiary to any Person to perfect a Permitted Lien, other than to the Second-Priority Collateral Agent or the First-Priority Collateral Agent (as defined in the Intercreditor Agreement).
(c) In the case of each Grantor which is an a Pledged Stock Issuer, such Pledged Stock Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Investment Property Pledged Stock issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Shared Second-Priority Collateral Agent promptly in writing of the occurrence of any of the events described in Section 5.9(a4.6(a) with respect to the Investment Property Pledged Stock issued by it and (iii) the terms of Sections 7.3(c5.2(c) and 7.7 5.6 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.3(c5.2(c) or 7.7 5.6 with respect to the Investment Property Pledged Stock issued by it.
(d) In the case of each Grantor which is a Pledged Stock Issuer, such Pledged Stock Issuer that is a partnership or a limited liability company (i) confirms that none of the terms of any equity interest issued by it provides that such equity interest is a “security” within the meaning of Sections 8-102 and 8-103 of the New York UCC (a “Security”), (ii) agrees that it will take no action to cause or permit any such equity interest to become a Security, (iii) agrees that it will not issue any certificate representing any such equity interest and (iv) agrees that if, notwithstanding the foregoing, any such equity interest shall be or become a Security, such Pledged Stock Issuer (x) will subject to the Intercreditor Agreement (and the Grantor that holds such equity interest hereby instructs such Pledged Stock Issuer to) comply with instructions originated by the Second-Priority Collateral Agent without further consent by such Grantor and (y) hereby covenants and agrees not to deliver any stock certificates or other instruments representing such Security to any Person other than the Second-Priority Collateral Agent or the First-Priority Collateral Agent (as defined in the Intercreditor Agreement).
Appears in 1 contract
Samples: Second Lien Collateral Agreement (Clearwire Corp /DE)
Investment Property. (a) If such Grantor shall become entitled to receive or shall receive any stock certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Equity Interests Capital Stock of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, having a value in excess of $1,000,000 such Grantor shall accept the same as the agent of the Shared Collateral Agent for and the benefit of the applicable Shared Collateral other Secured Parties, hold the same in trust for the Shared Collateral Agent for and the benefit of the applicable Shared Collateral other Secured Parties and deliver the same forthwith to the Shared Collateral Agent in the exact form received, duly indorsed by such Grantor to the Shared Collateral Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Grantor and with, if the Shared Collateral Agent so requests, signature guaranteed, to be held by the Shared Collateral Agent, subject to the terms hereof, as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Secured Obligations. Any sums paid upon or in respect of the Investment Property upon the liquidation or dissolution of any Issuer shall be paid over to the Shared Collateral Agent to be held by it hereunder as additional collateral security for the (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Secured Obligations, and in case any distribution of capital shall be made on or in respect of the Investment Property or any property shall be distributed upon or with respect to the Investment Property pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Shared Collateral Agent, be delivered to the Shared Collateral Agent to be held by it hereunder as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Secured Obligations. If any sums of money or property so paid or distributed in respect of the Investment Property shall be received by such Grantor, such Grantor shall, until such money or property is paid or delivered to the Shared Collateral Agent, hold such money or property in trust for the Shared Collateral Agent for and the benefit of the applicable Shared Collateral other Secured Parties, segregated from other funds of such Grantor, as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Guarantor, the Secured Obligations.
(b) Without the prior written consent of the Shared Collateral Agent, such Grantor will not (i) vote to enable, or take any other action to permit, any Issuer to issue any Equity Interests stock or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any Equity Interests stock or other equity securities of any nature of any Issuer, Issuer (except pursuant to the extent a transaction expressly permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement), (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Investment Property or Proceeds thereof (except pursuant to a transaction expressly permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement), (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement and the Liens permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Shared Collateral Agent to sell, assign or transfer any of the Investment Property or Proceeds thereofthereof (other than in anticipation of a Disposition of Investment Property in a transaction expressly permitted by the Credit Agreement).
(c) In the case of each Grantor which is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Investment Property issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Shared Collateral Agent promptly in writing of the occurrence of any of the events described in Section 5.9(a4.6(a) with respect to the Investment Property issued by it and (iii) the terms of Sections 7.3(c5.1(c) and 7.7 5.5 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.3(c5.1(c) or 7.7 5.5 with respect to the Investment Property issued by it.
Appears in 1 contract
Samples: Credit Agreement (SPX Corp)
Investment Property. (a) If such Grantor shall become entitled to receive or shall receive any stock or other ownership certificate (including, without limitation, including any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Equity Interests of in any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of or other ownership interests in the Pledged StockSecurities, or otherwise in respect thereof, having a value in excess of $1,000,000 such Grantor shall accept the same as the agent of the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties, hold the same in trust for the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties and deliver the same forthwith to the Shared Collateral Agent in the exact form received, duly indorsed endorsed by such Grantor to the Shared Collateral Agent, if required, together with an undated stock power or similar instrument of transfer covering such certificate duly executed in blank by such Grantor and with, if the Shared Collateral Agent so requests, signature guaranteed, to be held by the Shared Collateral Agent, subject to the terms hereof, as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations. Any sums paid upon or in respect of the Investment Property Pledged Securities upon the liquidation or dissolution of any Issuer shall be paid over to the Shared Collateral Agent to be held applied by it hereunder as additional collateral security for the (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations, and in case any distribution of capital shall be made on or in respect of the Investment Property or any property shall be distributed upon or with respect to the Investment Property pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Shared Collateral Agent, be delivered to the Shared Collateral Agent to be held by it hereunder as additional collateral security for (x) in accordance with the case provisions of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations. If any sums of money or property so paid or distributed in respect of the Investment Property shall be received by such Grantor, such Grantor shall, until such money or property is paid or delivered to the Shared Collateral Agent, hold such money or property in trust for the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties, segregated from other funds of such Grantor, as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Guarantor, the ObligationsSection 6.5.
(b) Without the prior written consent of the Shared Collateral Agent, such Grantor will shall not (i) vote to enable, or take any other action to permit, any Issuer to issue any Equity Interests stock, partnership interests, limited liability company interests or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any Equity Interests stock, partnership interests, limited liability company interests or other equity securities of any nature of any IssuerIssuer (except, except in each case, pursuant to the extent a transaction expressly permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement), (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, any of the Investment Property or Proceeds thereof or any interest therein (except except, in each case, pursuant to a transaction expressly permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement), (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement and the Liens or any Lien expressly permitted by each thereon pursuant to Section 6.02 of the Credit AgreementsAgreement, the Intercreditor Agreement and this Agreement or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Shared Collateral Agent to sell, assign or transfer any of the Investment Property or Proceeds thereof or any interest therein or (v) without the prior written consent of the Collateral Agent, cause or permit any Issuer of any Pledged Partnership Interests or Pledged LLC Interests which are not securities (for purposes of the New York UCC) on the date hereof to elect or otherwise take any action to cause such Pledged Partnership Interests or Pledged LLC Interests to be treated as securities for purposes of the New York UCC; provided, however, notwithstanding the foregoing, if any issuer of any Pledged Partnership Interests or Pledged LLC Interests takes any such action in violation of the provisions in this clause (v), such Grantor shall promptly notify the Collateral Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish the Collateral Agent’s “control” thereof.
(c) In the case of each Grantor which is an Issuer, such Issuer agrees that (i) it will shall be bound by the terms of this Agreement relating to the Investment Property Pledged Securities issued by it and will shall comply with such terms insofar as such terms are applicable to it, (ii) it will shall notify the Shared Collateral Agent promptly in writing of the occurrence of any of the events described in Section 5.9(a5.8(a) with respect to the Investment Property Pledged Securities issued by it and (iii) the terms of Sections 7.3(c6.3(c) and 7.7 6.7 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.3(c6.3(c) or 7.7 6.7 with respect to the Investment Property Pledged Securities issued by it. In addition, subject to any Requirements of Law, each Grantor which is either an Issuer or an owner of any Pledged Security hereby consents to the grant by each other Grantor of the security interest hereunder in favor of the Collateral Agent and to the transfer of any Pledged Security to the Collateral Agent or its nominee following an Event of Default and to the substitution of the Collateral Agent or its nominee as a partner, member or shareholder of the Issuer of the related Pledged Security.
Appears in 1 contract
Samples: Credit Agreement (Affirmative Insurance Holdings Inc)
Investment Property. (a) If such Grantor shall become entitled to receive or shall receive any certificate (including, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Equity Interests of any IssuerSubsidiary, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged StockEquity, or otherwise in respect thereof, having a value in excess of $1,000,000 such Grantor shall accept the same as the agent of the Shared Collateral Agent for and the benefit of the applicable Shared Collateral other Secured Parties, hold the same in trust for the Shared Collateral Agent for and the benefit of the applicable Shared Collateral other Secured Parties and deliver the same forthwith to the Shared Collateral Agent or to the extent required by the Intercreditor Agreement, the First-Lien Collateral Agent, in the exact form received, duly indorsed by such Grantor to the Shared Collateral Agent (or the First-Lien Collateral Agent, as applicable), if required, together with an undated stock power covering such certificate duly executed in blank by such Grantor and with, if the Shared Collateral Agent so requests, signature guaranteedGrantor, to be held by the Shared Collateral Agent (or the First-Lien Collateral Agent, as applicable), subject to the terms hereof, as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations. Any sums paid upon or in respect If an Event of the Investment Property upon the liquidation or dissolution of any Issuer Default shall have occurred and be paid over to the Shared Collateral Agent to be held by it hereunder as additional collateral security for the (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligationscontinuing, and (y) in the case of the Universal Shared Grantors, the Obligations, and in case any distribution of capital to a Grantor (other than cash) required to be included in Collateral shall be made on or in respect of the Investment Property or any property (other than cash) required to be included in Collateral shall be distributed to a Grantor upon or with respect to the Investment Property pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed such Grantor shall, unless such distribution of capital or property is otherwise subject to a perfected security interest in favor of the Shared Collateral Agent, use commercially reasonable efforts to cause it to be delivered subject to a perfected security interest in favor of the Shared Collateral Agent to be held by it hereunder as additional collateral security for (x) the extent and in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligationsmanner required pursuant to Section 4.3. If any sums of money or such property so paid or distributed in respect of the Investment Property shall be received by such Grantor, such Grantor shall, until such money or property is paid or delivered to the Shared Collateral Agent (or the First-Lien Collateral Agent, as applicable), hold such money or property in trust for the Shared Collateral Agent for and the benefit of the applicable Shared Collateral other Secured Parties, segregated from other funds of such Grantor, Parties as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Guarantor, the Obligations.
(b) Without the prior written consent of the Shared Collateral Agent, such consent not to be unreasonably withheld, such Grantor will not (i) vote to enable, or take any other action to permit, any Issuer to issue any Equity Interests of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any Equity Interests of any nature of any Issuer, except to the extent permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Investment Property or Proceeds thereof (except pursuant to a transaction permitted by each of the Credit Agreements, the Intercreditor Agreement and this AgreementFinancing Documents), (iiiii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement and or permitted under the Liens Financing Documents or (iii) except as permitted by each of the Credit AgreementsFinancing Documents, enter, subsequent to the Intercreditor Agreement and this Agreement or (iv) enter date upon which such Investment Property becomes Collateral hereunder, into any agreement (other than the Financing Documents) or undertaking restricting the right or ability of such Grantor or the Shared Collateral Agent to sell, assign or transfer any of the Investment Property required to be included in Collateral or Proceeds thereof.
(c) In the case of each Grantor which is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Investment Property required to be included in Collateral issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Shared Collateral Agent promptly in writing of the occurrence of any of the events described in Section 5.9(a4.6(a) with respect to the such Investment Property issued by it and (iii) the terms of Sections 7.3(c5.3(c) and 7.7 5.7 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.3(c5.3(c) or 7.7 and 5.7 with respect to the such Investment Property issued by it.
(d) No Grantor shall permit any security interest in certificated Pledged Equity of any Issuer that is not a Subsidiary to be perfected by possession in favor of a Person other than the Collateral Agent and, subject to the terms of the Intercreditor Agreement, the First-Lien Collateral Agent and any agent for the Third-Lien Creditors.
Appears in 1 contract
Samples: Second Lien Security Agreement (Global Aviation Holdings Inc.)
Investment Property. (a) If such Grantor shall become entitled to receive or shall receive any certificate (including, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization)certificate, option or rights in respect of the Equity Interests equity interests of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged StockEquity, or otherwise in respect thereof, having a value in excess of $1,000,000 such Grantor shall accept the same as the agent of the Shared Collateral Agent for the ratable benefit of itself and each of the applicable Shared Collateral Secured PartiesLenders, hold the same in trust for the Shared Collateral Agent for and the benefit of the applicable Shared Collateral Secured Parties other Lenders and deliver the same forthwith to the Shared Collateral Agent in the exact form received, duly indorsed by such Grantor to the Shared Collateral Agent, if required, together with an undated stock power instrument of transfer covering such certificate duly executed in blank by such Grantor and with, if the Shared Collateral Agent so requests, signature guaranteedguarantied, to be held by Collateral Agent for the Shared Collateral Agentratable benefit of itself and each of the Lenders, subject to the terms hereof, as additional collateral security Collateral for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Secured Obligations. Any Upon the occurrence and during the continuance of an Event of Default, (i) any sums paid upon or in respect of the Investment Property upon the liquidation or dissolution of any Issuer shall be paid over to the Shared Collateral Agent for the ratable benefit of itself and each of the Lenders to be held by it hereunder as additional collateral security Collateral for the (x) in the case of the Dex Shared Grantors, the Dex Borrower Secured Obligations, and (yii) in the case of the Universal Shared Grantors, the Obligations, and in case any distribution of capital shall be made on or in respect of the Investment Property or any property shall be distributed upon or with respect to the Investment Property pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest Lien in favor of the Shared Collateral AgentAgent for the ratable benefit of itself and each of the Lenders, be delivered to the Shared Collateral Agent to be held by it hereunder as additional collateral security Collateral for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Secured Obligations. If Upon the occurrence and during the continuance of an Event of Default, if any sums of money or property so paid or distributed in respect of the Investment Property shall be received by such Grantor, such Grantor shall, until such money or property is paid or delivered to the Shared Collateral Agent, hold such money or property in trust for the Shared Collateral Agent for the ratable benefit of itself and each of the applicable Shared Collateral Secured PartiesLenders, segregated from other funds of such Grantor, as additional collateral security Collateral for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Guarantor, the Secured Obligations.
(b) Without the prior written consent of the Shared Collateral Agent, such Grantor will not (i) vote to enable, or take any other action to permit, any Issuer to issue any Equity Interests equity interests of any nature or to issue any other securities or interests convertible into or granting the right to purchase or exchange for any Equity Interests equity interests of any nature of any Issuer, except to the extent except, in each case, as permitted by each of the Credit Agreements, the Intercreditor Agreement and this Facility Agreement, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Investment Property or Proceeds thereof (except pursuant to a transaction expressly permitted by each of the Credit AgreementsFacility Agreement) other than, with respect to Investment Property not constituting Pledged Equity or Pledged Notes, any such action which is not prohibited by the Intercreditor Agreement and this Facility Agreement), (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement and the Liens permitted by each of the Credit AgreementsPermitted Liens, the Intercreditor Agreement and this Agreement or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor Grantor, the Collateral Agent or the Shared Collateral Agent other Lenders to sell, assign or transfer any of the Investment Property or Proceeds thereof, except, any such action which is not prohibited by the Facility Agreement.
(c) In the case of each Grantor which is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Investment Property issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Shared Collateral Agent promptly in writing of the occurrence of any of the events described in Section 5.9(a5.5(a) of this Agreement with respect to the Investment Property issued by it and (iii) the terms of Sections 7.3(c6.3(c) and 7.7 6.7 of this Agreement shall apply to it, mutatis mutandis, such Grantor with respect to all actions that may be required of it pursuant to Section 7.3(c6.3(c) or 7.7 with respect to 6.7 of this Agreement regarding the Investment Property issued by it.
Appears in 1 contract
Investment Property. (a) If such Grantor shall become entitled to receive or shall receive any stock certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Equity Interests Capital Stock of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, having a value in excess of $1,000,000 such Grantor shall accept the same as the agent of the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties, hold the same in trust for the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties and deliver the same forthwith to the Shared Collateral Administrative Agent in the exact form received, duly indorsed by such Grantor to the Shared Collateral Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Grantor and with, if the Shared Collateral Administrative Agent so requests, signature guaranteed, to be held by the Shared Collateral Administrative Agent, subject to the terms hereof, as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations. Any sums paid upon or in respect of the Investment Property upon the liquidation or dissolution of any Issuer (unless, if treated as a Disposition, would be permitted under the Credit Agreement) shall be paid over to the Shared Collateral Administrative Agent to be held by it hereunder as additional collateral security for the (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations, and in case any distribution of capital shall be made on or in respect of the Investment Property or any property shall be distributed upon or with respect to the Investment Property pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Shared Collateral Administrative Agent, be delivered to the Shared Collateral Administrative Agent to be held by it hereunder as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations. If any sums of money or property so paid or distributed in respect of the Investment Property shall be received by such Grantor, such Grantor shall, until such money or property is paid or delivered to the Shared Collateral Administrative Agent, hold such money or property in trust for the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties, segregated from other funds of such Grantor, as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Guarantor, the Obligations.
(b) Without the prior written consent of the Shared Collateral Administrative Agent, such Grantor will not not, except as otherwise permitted under the Credit Agreement (i) vote to enable, or take any other action to permit, any Issuer to issue any Equity Interests stock or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any Equity Interests stock or other equity securities of any nature of any Issuer, except to the extent permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Investment Property or Proceeds thereof (except pursuant to a transaction permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement)thereof, (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement and the Liens permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Shared Collateral Administrative Agent to sell, assign or transfer any of the Investment Property or Proceeds thereof.
(c) In the case of each Grantor which is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Investment Property issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Shared Collateral Administrative Agent promptly in writing of the occurrence of any of the events described in Section 5.9(a5.8(a) with respect to the Investment Property issued by it and (iii) the terms of Sections 7.3(c6.3(c) and 7.7 6.6(b) shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.3(c6.3(c) or 7.7 6.6(b) with respect to the Investment Property issued by it.
(d) Each Grantor agrees that it will take no action to cause or permit any equity interest which is Collateral issued by a partnership or limited liability company to become a “security” within the meaning of Sections 8-102 and 8-103 of the New York UCC (a “Security”), or to be evidenced by a certificate representing any such equity interest and agrees that if, notwithstanding the foregoing, any such equity interest shall be or become a Security, the Grantors shall take such action as may be necessary to ensure that at all times the Administrative Agent has a fully perfected first priority security interest therein.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Dobson Communications Corp)
Investment Property. (a) If such Grantor shall become entitled to receive or shall receive any certificate (including, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Equity Interests of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged StockEquity, or otherwise in respect thereof, having a value in excess of $1,000,000 to the extent such Equity Interests constitute Collateral, such Grantor shall accept the same as the agent of the Shared Collateral Administrative Agent for and the benefit of the applicable Shared Collateral other Secured Parties, hold the same in trust for the Shared Collateral Administrative Agent for and the benefit of the applicable Shared Collateral other Secured Parties and deliver the same forthwith to the Shared Collateral Administrative Agent in the exact form received, duly indorsed by such Grantor to the Shared Collateral Agent, if required, Administrative Agent together with an undated stock power covering such certificate duly executed in blank by such Grantor and with, if the Shared Collateral Administrative Agent so requests, signature guaranteed, to be held by the Shared Collateral Administrative Agent, subject to the terms hereof, as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Secured Obligations. Any sums paid upon or in respect of the Investment Property upon the liquidation or dissolution of any Issuer shall be paid over to the Shared Collateral Administrative Agent to be held by it hereunder as additional collateral security for the (x) Secured Obligations unless otherwise permitted in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the ObligationsLoan Agreement, and in case any distribution of capital shall be made on or in respect of the Investment Property or any property shall be distributed upon or with respect to the Investment Property pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Shared Collateral Administrative Agent, be delivered to the Shared Collateral Administrative Agent to be held by it hereunder as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Secured Obligations. If any sums of money or property so paid or distributed in respect of the Investment Property shall be received by such Grantor, such Grantor shall, until such money or property is paid or delivered to the Shared Collateral Administrative Agent, hold such money or property in trust for the Shared Collateral Administrative Agent for and the benefit of the applicable Shared Collateral other Secured Parties, segregated from other funds or property of such Grantor, as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Guarantor, the Secured Obligations.
(b) Without the prior written consent of the Shared Collateral Agent, such Grantor will not (i) vote to enable, or take any other action to permit, any Issuer to issue any Equity Interests of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any Equity Interests of any nature of any Issuer, except to the extent permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Investment Property or Proceeds thereof (except pursuant to a transaction permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement), (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement and the Liens permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Shared Collateral Agent to sell, assign or transfer any of the Investment Property or Proceeds thereof.
(c) In the case of each Grantor which is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Investment Property issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Shared Collateral Agent promptly in writing of the occurrence of any of the events described in Section 5.9(a) with respect to the Investment Property issued by it and (iii) the terms of Sections 7.3(c) and 7.7 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.3(c) or 7.7 with respect to the Investment Property issued by it.
Appears in 1 contract
Samples: Term Loan Agreement (Gevo, Inc.)
Investment Property. (a) If such Grantor shall become entitled to receive or shall receive any certificate (including, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Equity Interests Capital Stock of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, having a value in excess of $1,000,000 such Grantor shall accept the same as the agent of the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties, hold the same in trust for the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties and deliver the same forthwith to the Shared Collateral Agent in the exact form received, duly indorsed by such Grantor to the Shared Collateral Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Grantor and with, if the Shared Collateral Agent so requests, signature guaranteed, to be held by the Shared Collateral Agent, subject to the terms hereof, as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Secured Obligations. Any sums paid upon or in respect of the Investment Property upon the liquidation or dissolution of any Issuer shall be paid over to the Shared Collateral Agent to be held by it hereunder as additional collateral security for the (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Secured Obligations, and in case any distribution of capital shall be made on or in respect of the Investment Property or any property shall be distributed upon or with respect to the Investment Property pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Shared Collateral Agent, be delivered to the Shared Collateral Agent to be held by it hereunder as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Secured Obligations. If any sums of money or property so paid or distributed in respect of the Investment Property shall be received by such Grantor, such Grantor shall, until such money or property is paid or delivered to the Shared Collateral Agent, hold such money or property in trust for the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties, segregated from other funds of such Grantor, as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Guarantor, the Secured Obligations.
(b) Without the prior written consent of the Shared Collateral Agent, such Grantor will not (i) vote to enable, or take any other action to permit, any Issuer to issue any Equity Interests Capital Stock of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any Equity Interests Capital Stock of any nature of any Issuer, except to the extent permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Investment Property or Proceeds thereof (except pursuant to a transaction expressly permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement), (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement and the Liens permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Shared Collateral Agent to sell, assign or transfer any of the Investment Property or Proceeds thereof.
(c) In the case of each Grantor which is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Investment Property issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Shared Collateral Agent promptly in writing of the occurrence of any of the events described in Section 5.9(a5.7(a) with respect to the Investment Property issued by it and (iii) the terms of Sections 7.3(c6.3(c) and 7.7 6.6 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.3(c6.3(c) or 7.7 6.6 with respect to the Investment Property issued by it.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Donnelley R H Inc)
Investment Property. (ai) If such Grantor shall shall, as a result of its ownership of the Pledged Stock, become entitled to receive or shall receive any stock certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Equity Interests Capital Stock of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, having a value in excess of $1,000,000 such Grantor shall accept the same as the agent of the Shared Collateral Agent for and the benefit of the applicable Shared Collateral Secured PartiesIndenture Claimholders, hold the same in trust for the Shared Collateral Agent for and the benefit of the applicable Shared Collateral Secured Parties Indenture Claimholders and deliver the same (or an equivalent certificate reissued in the name of the Collateral Agent) forthwith to the Shared Collateral Agent Agent, as may be applicable, in the exact form received, duly indorsed by such Grantor to the Shared Collateral Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Grantor and with, if the Shared Collateral Agent so requests, signature guaranteed, to be held by the Shared Collateral Agent, subject to the terms hereof, as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations. Any sums paid upon or in respect of the Investment Property upon the liquidation or dissolution of any Issuer shall be paid over to the Shared Collateral Agent to be held by it hereunder as additional collateral security for the (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations, and in case any distribution of capital shall be made on or in respect of the Investment Property or any property shall be distributed upon or with respect to the Investment Property pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Shared Collateral Agent, be delivered to the Shared Collateral Agent to be held by it hereunder as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations. If any sums of money or property so paid or distributed in respect of the Investment Property shall be received by such Grantor, such Grantor shall, until such money or property is paid or delivered to the Shared Collateral Agent, hold such money or property in trust for the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties, segregated from other funds of such Grantor, as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Guarantor, the Obligations.
(bii) Without the prior written consent of the Shared Collateral Agent, acting at the direction of the Required Holders, such Grantor will not (i) vote to enable, or take any other action to permit, any Issuer to issue any Equity Interests of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any Equity Interests of any nature of any Issuer, except to the extent permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement, (iiA) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Investment Property or Proceeds thereof (except pursuant to a transaction as expressly permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement), Indenture) or (iiiB) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created Lien provided for by this Agreement and the Liens permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Shared Collateral Agent to sell, assign or transfer any of the Investment Property or Proceeds thereofPermitted Liens.
(ciii) In the case of each Grantor which is an Issuer, such Issuer agrees that (iA) it will be bound by the terms of this Agreement relating to the Investment Property issued by it and will comply with such terms insofar as such terms are applicable to it, (iiB) it will notify the Shared Collateral Agent promptly in writing of the occurrence of any of the events described in Section 5.9(a5(s)(i) hereof with respect to the Investment Property issued by it and (iiiC) the terms of Sections 7.3(c7(c) and 7.7 10 hereof shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.3(c7(c) or 7.7 10 with respect to the Investment Property issued by it. Each Grantor shall cause any Issuer (who is not a Grantor) of any Investment Property pledged by such Grantor hereunder to execute and deliver the Acknowledgment and Consent in the form of Annex 1 hereto; provided, that each Issuer (as of the date hereof and who is not a Grantor) shall deliver an Acknowledgment and Consent hereunder contemporaneously with any Acknowledgment and Consent such Issuer provides to the Super Priority Agent, but in any event no later than 30 days after the date hereof.
Appears in 1 contract
Samples: Indenture Collateral Agreement (Stratus Technologies Bermuda Holdings Ltd.)
Investment Property. (a) If such US Grantor shall become entitled to receive or shall receive any stock or other ownership certificate (including, without limitation, including any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Equity Interests of in any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of or other ownership interests in the Pledged StockSecurities, or otherwise in respect thereof, having a value in excess of $1,000,000 such US Grantor shall shall, to the extent such items would constitute Collateral, accept the same as the agent of the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties, hold the same in trust for the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties and and, if the value exceeds $100,000 deliver the same forthwith to the Shared Collateral Agent in the exact form received, duly indorsed endorsed by such US Grantor to the Shared Collateral Agent, if required, together with an undated stock power or similar instrument of transfer covering such certificate duly executed in blank by such Grantor and with, if the Shared Collateral Agent so requests, signature guaranteedUS Grantor, to be held by the Shared Collateral Agent, subject to the terms hereof, as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations. Any While an Event of Default is continuing, any sums paid upon or in respect of the Investment Property Pledged Securities upon the liquidation or dissolution of any Issuer of Pledged Securities shall be paid over to the Shared Collateral Agent to be held by it hereunder as additional collateral security for the (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations, and in case any distribution of capital shall be made on or in respect of the Investment Property Pledged Securities or any property shall be distributed upon or with respect to the Investment Property Pledged Securities pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Shared Collateral Agent, be delivered to the Shared Collateral Agent to be held by it hereunder as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations. If While an Event of Default is continuing, unless otherwise permitted by the Credit Agreement, if any sums of money or property so paid or distributed in respect of the Investment Property Pledged Securities shall be received by such US Grantor, such US Grantor shall, until such money or property is paid or delivered to the Shared Collateral Agent, hold such money or property in trust for the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties, segregated from other funds of such US Grantor, as additional collateral security for the Obligations. If Holdings shall become entitled to receive or shall receive any stock or other ownership certificate (x) including any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Equity Interests in Borrower, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of or other ownership interests in the case Pledged Borrower Stock, or otherwise in respect thereof, Holdings shall accept the same as the agent of the Dex Shared GrantorsSecured Parties, hold the Dex same in trust for the Secured Parties and deliver the same forthwith to the Collateral Agent in the exact form received, duly endorsed by Holdings to the Collateral Agent, if required, together with an undated stock power or similar instrument of transfer covering such certificate duly executed in blank by Holdings, to be held by the Collateral Agent, subject to the terms hereof, as additional collateral security for the Obligations. While an Event of Default is continuing, any sums paid upon or in respect of the Pledged Borrower Stock upon the liquidation or dissolution of Borrower shall be paid over to the Collateral Agent to be held by it hereunder as additional collateral security for the Obligations, and (y) in the case any distribution of capital shall be made on or in respect of the Universal Shared GuarantorPledged Borrower Stock or any property shall be distributed upon or with respect to the Pledged Borrower Stock pursuant to the recapitalization or reclassification of the capital of Borrower or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Collateral Agent, be delivered to the Collateral Agent to be held by it hereunder as additional collateral security for the Obligations. While an Event of Default is continuing, unless otherwise permitted by the Credit Agreement, if any sums of money or property so paid or distributed in respect of the Pledged Securities shall be received by Holdings, Holdings shall, until such money or property is paid or delivered to the Collateral Agent, hold such money or property in trust for the Secured Parties, segregated from other funds of Holdings, as additional collateral security for the Obligations.
(b) Without the prior written consent of the Shared Collateral Agent, such US Grantor will shall not, cause or permit any Issuer of any Pledged Partnership Interests or Pledged LLC Interests which are not securities (ifor purposes of the New York UCC) vote on the date hereof to enable, elect or otherwise take any other action to permitcause such Pledged Partnership Interests or Pledged LLC Interests to be treated as securities for purposes of the New York UCC; provided, however, notwithstanding the foregoing, if any Issuer to issue any Equity Interests issuer of any nature Pledged Partnership Interests or to issue Pledged LLC Interests takes any other securities convertible into or granting such action in violation of the right to purchase or exchange for any Equity Interests provisions in this clause (v), such US Grantor shall promptly notify the Collateral Agent in writing of any nature of any Issuersuch election or action and, except in such event, shall take all steps necessary or advisable to establish the extent permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Investment Property or Proceeds thereof (except pursuant to a transaction permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement), (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement and the Liens permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Shared Collateral Agent to sell, assign or transfer any of the Investment Property or Proceeds Agent's "control" thereof.
(c) In the case of Borrower and in the case of each US Grantor which is an Issuer, Borrower and such Issuer agrees that (i) it will shall be bound by the terms of this Agreement relating to the Investment Property Pledged Borrower Stock and the Pledged Securities constituting Collateral issued by it and will shall comply with such terms insofar as such terms are applicable to it, (ii) it will shall notify the Shared Collateral Agent promptly in writing of the occurrence of any of the events described in Section 5.9(a5.07(a) with respect to the Investment Property Pledged Borrower Stock and the Pledged Securities constituting Collateral issued by it and (iii) the terms of Sections 7.3(c6.03(c) and 7.7 6.07 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.3(c6.03(c) or 7.7 6.07 with respect to the Investment Property Pledged Borrower Stock or Pledged Securities constituting Collateral issued by it. In addition, Borrower and each US Grantor which is either an Issuer or an owner of any Pledged Security hereby consents to the grant by Holdings and each other US Grantor of the security interest hereunder in favor of the Collateral Agent and to the transfer of any Pledged Borrower Stock or Pledged Security to the Collateral Agent or its nominee following an Event of Default and to the substitution of the Collateral Agent or its nominee as a partner, member or shareholder of the Issuer of the related Pledged Borrower Stock or Pledged Security.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Skillsoft Public Limited Co)
Investment Property. (a) If such a Grantor shall become entitled to receive or shall receive any certificate (including, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization)certificate, option or rights in respect of the Equity Interests of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged StockEquity, or otherwise in respect thereof, having a value such Equity Interests shall be Pledged Equity (to the extent consistent with the percentage of the Grantor’s Equity Interests in excess of $1,000,000 such Issuer pledged hereunder, as set forth on Schedule 1) and Grantor shall accept the same as the agent of the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured PartiesLenders, hold the same in trust for the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties Lenders and deliver the same forthwith to the Shared Collateral Agent Lenders in the exact form received, duly indorsed by such Grantor to the Shared Collateral AgentLenders, if requiredrequired by Lenders, together with an undated stock power instrument of transfer covering such certificate duly executed in blank by such Grantor and with, if the Shared Collateral Agent Lenders so requestsrequest, signature guaranteedguarantied, to be held by the Shared Collateral AgentLenders, subject to the terms hereof, as additional collateral security Collateral for the Secured Obligations.
(xb) in Upon the case occurrence and during the continuance of an Event of Default and the Dex Shared Grantorsrequest of Lenders, the Dex Borrower Obligations, and (yi) in the case of the Universal Shared Grantors, the Obligations. Any any sums paid upon or in respect of the Investment Property upon the liquidation or dissolution of any Issuer shall be paid over to the Shared Collateral Agent Lenders to be held by it hereunder as additional collateral security Collateral for the (x) in the case of the Dex Shared Grantors, the Dex Borrower Secured Obligations, and (yii) in the case of the Universal Shared Grantors, the Obligations, and in case any distribution of capital shall be made on or in respect of the Investment Property Property, or any property shall be distributed upon or with respect to the Investment Property Property, pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest Lien in favor of the Shared Collateral AgentLenders, be delivered to the Shared Collateral Agent Lenders to be held by it them hereunder as additional collateral security Collateral for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Secured Obligations. If Upon the occurrence and during the continuance of an Event of Default, if any sums of money or property so paid or distributed in respect of the Investment Property shall be received by such a Grantor, such Grantor shall, at the request of Lenders and until such money or property is paid or delivered to the Shared Collateral AgentLenders, hold such money or property in trust for the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured PartiesLenders, segregated from other funds of such Grantor, as additional collateral security Collateral for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Guarantor, the Secured Obligations.
(bc) Without the prior written consent of the Shared Collateral AgentLenders, such each Grantor will not (i) vote to enable, or take any other action action, to permit, permit any Issuer to issue any Equity Interests of any nature or to issue any other securities or interests convertible into or granting the right to purchase or exchange for any Equity Interests of any nature of any Issuer, except to the extent except, in each case, as permitted by each of the Credit Agreements, the Intercreditor Agreement and this Facility Agreement, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Investment Property or Proceeds thereof (except pursuant to a transaction permitted by each of the Credit AgreementsFacility Agreement) other than, with respect to Investment Property not constituting Pledged Equity or Pledged Notes, any such action which is not prohibited by the Intercreditor Agreement and this Facility Agreement), (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement and the Liens permitted by each of the Credit AgreementsPermitted Liens, the Intercreditor Agreement and this Agreement or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Shared Collateral Agent Lenders to sell, assign or transfer any of the Investment Property or Proceeds thereof, except with respect to Permitted Liens and any such action which is not prohibited by the Facility Agreement.
(cd) In the case of each Grantor which is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Investment Property Pledged Equity issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Shared Collateral Agent Lenders promptly in writing of the occurrence of any of the events described in Section 5.9(aSections 5.5(a) and 5.5(b) of this Agreement with respect to the Investment Property Pledged Equity issued by it and (iii) the terms of Sections 7.3(c6.3(c) and 7.7 6.7 of this Agreement shall apply to it, mutatis mutandis, such Grantor with respect to all actions that may be required of it pursuant to Section 7.3(c6.3(c) or 7.7 with respect to 6.7 of this Agreement regarding the Investment Property Pledged Equity issued by it.
Appears in 1 contract
Investment Property. (a) If such Grantor shall be or become entitled to receive or shall receive any certificate in respect of any Pledged Stock (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganizationreorganization of such Pledged Stock), option or rights in respect of the Equity Interests of any IssuerPledged Stock, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, having a value in excess of $1,000,000 such Grantor shall accept the same as the agent of the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties, hold the same in trust for the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties and promptly (and in any event no later than seven (7) Business Days, or such longer period as the Collateral Agent may agree in its sole discretion) deliver the same forthwith to the Shared Collateral Agent in the exact form received, duly indorsed endorsed by such Grantor to the Shared Collateral Agent, if required, together with an undated stock transfer power covering such certificate duly executed in blank by such Grantor and with, if the Shared otherwise in form and substance reasonably satisfactory to Collateral Agent so requests, signature guaranteedAgent, to be held by the Shared Collateral Agent, subject to the terms hereof, Agent as additional collateral security Collateral for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Secured Obligations. Any sums paid upon or in respect of the Investment Property upon the liquidation or dissolution of any Issuer shall be paid over to the Shared Collateral Agent to be held by it hereunder as additional collateral security for the (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations, and in In case any distribution of capital shall be made on or in respect of the Investment Property or any property shall be distributed upon or with respect to the Investment Property pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereofProperty, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Shared Collateral Agent, shall be delivered to the Shared Collateral Agent promptly (and in any event within seven (7) Business Days, or such longer period as the Collateral Agent may agree in its sole discretion) of its receipt, to be held by it hereunder as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations. If any sums of money or property so paid or distributed in respect of the Investment Property shall be received by such Grantor, such Grantor shall, until such money or property is paid or delivered to the Shared Collateral Agent, hold such money or property in trust for the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties, segregated from other funds of such Grantor, as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Guarantor, the Obligations.
(b) Without Other than to the prior written consent of extent otherwise permitted under the Shared Collateral AgentCredit Agreement, such Grantor will shall not grant “control” (i) vote to enable, or take any other action to permit, any Issuer to issue any Equity Interests within the meaning of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any Equity Interests of any nature of any Issuer, except to the extent permitted by each such term under Article 9-106 of the Credit Agreements, the Intercreditor Agreement and this Agreement, (iiUCC) sell, assign, transfer, exchange, or otherwise dispose of, or grant over any option with respect to, the Investment Property or Proceeds thereof (except pursuant to a transaction permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement), (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of other than the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement and the Liens permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Shared Collateral Agent to sell, assign or transfer any of the Investment Property or Proceeds thereofAgent.
(c) In the case of each Grantor which is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Investment Property issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Shared Collateral Agent promptly in writing of the occurrence of any of the events described in Section 5.9(a) with respect to the Investment Property issued by it and (iiiii) the terms of Sections 7.3(c5.3(c) and 7.7 5.7 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.3(c5.3(c) or 7.7 with respect to the Investment Property issued by it.
(d) No Grantor shall take any action to cause any membership interest, partnership interest, or other equity interest of any limited liability company, corporation or limited partnership owned or controlled by any Grantor comprising Collateral to be or become a “security” within the meaning of, or to be governed by, Article 8 of the UCC as in effect under the laws of the applicable jurisdiction and shall not cause or permit any such limited liability company, corporation or limited partnership to “opt in” or to take any other action seeking to establish any membership interest, partnership interest or other equity interest of such limited liability company or limited partnership comprising the Collateral as a “security” or to become certificated, in each case, without delivering all certificates (if any) evidencing such interest to the Collateral Agent in accordance with and as required by this Section 4.5 or, in the case of any uncertificated security, without taking such steps, to the extent requested by the Collateral Agent (following notice to the Collateral Agent of any such change, which shall be promptly provided by the Grantor), to provide the Collateral Agent with control (as defined in Article 8-106 of the UCC) of any such security.
Appears in 1 contract
Investment Property. (a) If such Grantor shall become entitled to receive or shall receive any certificate (including, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Equity Interests Capital Stock of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, having a value in excess of $1,000,000 such Grantor shall accept the same as the agent of the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties, hold the same in trust for the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties and deliver the same forthwith to the Shared Collateral Agent in the exact form received, duly indorsed by such Grantor to the Shared Collateral Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Grantor and with, if the Shared Collateral Agent so requests, signature guaranteed, to be held by the Shared Collateral Agent, subject to the terms hereof, as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Secured Obligations. Any sums paid upon or in respect of the Investment Property upon the liquidation or dissolution of any Issuer shall be paid over to the Shared Collateral Agent to be held by it hereunder as additional collateral security for the (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Secured Obligations, and in case any distribution of capital shall be made on or in respect of the Investment Property or any property shall be distributed upon or with respect to the Investment Property pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Shared Collateral Agent, be delivered to the Shared Collateral Agent to be held by it hereunder as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Secured Obligations. If any sums of money or property so paid or distributed in respect of the Investment Property shall be received by such Grantor, such Grantor shall, until such money or property is paid or delivered to the Shared Collateral Agent, hold such money or property in trust for the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties, segregated from other funds of such Grantor, as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Guarantor, the Secured Obligations.
(b) Without the prior written consent of the Shared Collateral Agent, such Grantor will not (i) vote to enable, or take any other action to permit, any Issuer to issue any Equity Interests Capital Stock of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any Equity Interests Capital Stock of any nature of any Issuer, except to unless, in the extent permitted by each case of an issuance of Capital Stock, such Grantor (x) provides the Credit AgreementsCollateral Agent with five days' prior notice of such issuance and (y) promptly after such issuance, the Intercreditor Agreement and this Agreementcomplies with Section 5.7(a), (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Investment Property or Proceeds thereof (except pursuant to a transaction permitted not prohibited by each of the Credit Agreements, the Intercreditor Agreement and this Agreement), (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement and the Liens except as permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Shared Collateral Agent to sell, assign or transfer any of the Investment Property or Proceeds thereof.
(c) In the case of each Grantor which is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Investment Property issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Shared Collateral Agent promptly in writing of the occurrence of any of the events described in Section 5.9(a5.7(a) with respect to the Investment Property issued by it and (iii) the terms of Sections 7.3(c6.3(c) and 7.7 6.7 shall apply to it, mutatis mutandisMUTATIS MUTANDIS, with respect to all actions that may be required of it pursuant to Section 7.3(c6.3(c) or 7.7 6.7 with respect to the Investment Property issued by it.
Appears in 1 contract
Investment Property. (a) If such Grantor shall become entitled to receive or shall receive any stock certificate or other instrument (including, without limitation, including any certificate or instrument representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate or instrument issued in connection with any reorganization), option or rights in respect of the capital stock or other Equity Interests of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares (or such other interests) of the Pledged StockSecurities, or otherwise in respect thereof, having a value in excess of $1,000,000 such Grantor shall accept the same as the agent of the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured PartiesAgent, hold the same in trust for the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties and deliver the same forthwith to the Shared Collateral Agent in the exact form received, duly indorsed by such Grantor to the Shared Collateral Agent, if required, together with an undated stock power or other equivalent instrument of transfer acceptable to the Collateral Agent covering such certificate or instrument duly executed in blank by such Grantor and with, if the Shared Collateral Agent so requests, signature guaranteedGrantor, to be held by the Shared Collateral Agent, subject to the terms hereof, as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Secured Obligations. Any Upon the occurrence and during the continuance of an Event of Default, (i) any sums paid upon or in respect of the any Investment Property upon the liquidation or dissolution of any Issuer shall be paid over to the Shared Collateral Agent to be held held, at the Collateral Agent’s option, either by it hereunder as additional collateral security Collateral for the (x) Secured Obligations or applied to the Secured Obligations as provided in the case of the Dex Shared Grantors, the Dex Borrower ObligationsSection 7.04, and (yii) in the case of the Universal Shared Grantors, the Obligations, and in case any distribution of capital shall be made on or in respect of the any Investment Property or any property shall be distributed upon or with respect to the any Investment Property pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Shared Collateral AgentAgent for the ratable benefit of the Secured Parties, be delivered to the Shared Collateral Agent to be held held, at the Collateral Agent’s option, either by it hereunder as additional collateral security Collateral for (x) the Secured Obligations or applied to the Secured Obligations as provided in Section 7.04. Upon the case occurrence and during the continuance of the Dex Shared Grantorsan Event of Default, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations. If if any sums of money or property so paid or distributed in respect of the any Investment Property shall be received by such Grantor, such Grantor shall, until such money or property is paid or delivered to the Shared Collateral Agent, Agent hold such money or property in trust for the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties, segregated from other funds of such Grantor, as additional collateral security Collateral for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Guarantor, the Secured Obligations.
(b) Without the prior written consent of the Shared Collateral Agent, or as permitted by the Credit Agreement, such Grantor will not (i) vote to enable, or take any other action to permit, any Issuer to issue any stock or other Equity Interests of any nature or to issue any other securities or interests convertible into or granting the right to purchase or exchange for any stock or other Equity Interests of any nature of any Issuer, except to the extent permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement, (ii) sell, assign, transfer, exchange, exchange or otherwise dispose of, or grant any option with respect to, the Investment Property or Proceeds thereof (except pursuant to a transaction permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement)thereof, (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement and the Liens (except pursuant to a transaction expressly permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement Agreement) or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Shared Collateral Agent to sell, assign or transfer any of the Investment Property or Proceeds thereof, except for customary restrictions required pursuant to federal and state securities laws.
(c) In the case of each Grantor which is also an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Investment Property Pledged Securities issued by it and will comply 18 with such terms insofar as such terms are applicable to it, (ii) it will notify the Shared Administrative Agent and the Collateral Agent promptly in writing of the occurrence of any of the events described in Section 5.9(a6.05(a) with respect to the Investment Property Pledged Securities issued by it and (iii) the terms of Sections 7.3(cSection 7.01(c) and 7.7 Section 7.05 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.3(c7.01(c) or 7.7 Section 7.05 with respect to the Investment Property Pledged Securities issued by it. Each Grantor will have each non-Grantor Issuer that is a Subsidiary or controlled Affiliate of such Grantor execute and deliver an Acknowledgment and Consent substantially in the form of Annex I. In addition, each Grantor which is also either an Issuer or an owner of any Pledged Securities consents to the grant by each other Grantor of the security interest hereunder in favor of the Collateral Agent and to the transfer of any Pledged Securities to the Collateral Agent or its nominee upon the occurrence or during the continuation of an Event of Default and to the substitution of the Collateral Agent or its nominee as a partner, member or shareholder of the Issuer of the related Pledged Securities without the need for any further action by any Grantor or Issuer (and hereby confirms that no such action is required).
(d) Without the prior written consent of the Collateral Agent, such Grantor shall not vote to enable, consent to or take any other action to amend, terminate or waive any default under or breach of any terms of any governing document of an Issuer in any way that adversely affects the validity, perfection or priority of the Collateral Agent’s security interest hereunder.
(e) Such Grantor shall furnish to the Collateral Agent such stock powers and other equivalent instruments of transfer as may be required by the Collateral Agent to assure the transferability of and the perfection of the security interest in the Pledged Securities as may be reasonably requested by the Collateral Agent. To the extent any interest in any Pledged Security is a “security” within the meaning of Article 8 of the Uniform Commercial Code of its jurisdiction of organization, such interest shall be represented by a certificate. No Grantor shall permit any Issuer to certificate any Pledged Security unless such Grantor substantially concurrently delivers such Pledged Securities to the Collateral Agent in the exact form received, duly indorsed by such Grantor to the Collateral Agent, if required, together with an undated stock power or other equivalent instrument of transfer acceptable to the Collateral Agent covering such certificate or instrument duly executed in blank by such Grantor.
(f) The Pledged Securities will at all times constitute not less than 100% of the capital stock or other Equity Interests of the Issuer thereof owned by any Grantor. Upon the issuance of any new shares (or other interests) of any class of capital stock or other Equity Interests of an Issuer to a Grantor, such Equity Interests shall be pledged to the Collateral Agent pursuant to the terms hereof and the Grantor shall substantially concurrently with such issuance, deliver any such Equity Interests that are required to be pledged hereunder in the exact form received, duly indorsed by such Grantor to the Collateral Agent, if required, together with an undated stock power or other equivalent instrument of transfer acceptable to the Collateral Agent covering such certificate or instrument duly executed in blank by such Grantor.
Appears in 1 contract
Samples: Senior Secured Term Loan Credit Agreement (Soundhound Ai, Inc.)
Investment Property. (a) If such Grantor shall become entitled to receive or shall receive any certificate (including, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization)certificate, option or rights in respect of the Equity Interests equity interests of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged StockEquity, or otherwise in respect thereof, having a value in excess of $1,000,000 such Grantor shall accept the same as the agent of the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Partiesand Lenders, hold the same in trust for the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties Agent and Lenders, notify Agent in writing of such receipt or entitlement, and, if requested by Agent, deliver the same forthwith to the Shared Collateral Agent in the exact form received, duly indorsed (but without any representation or warranty) by such Grantor to the Shared Collateral Agent, if required, together with an undated stock power instrument of transfer covering such certificate duly executed in blank by such Grantor and with, if the Shared Collateral Agent so reasonably requests, signature guaranteed, to be held by the Shared Collateral Agent, subject to the terms hereof, as additional collateral security Collateral for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Secured Obligations. Any Upon the occurrence and during the continuance of an Event of Default, (i) any sums paid upon or in respect of the Investment Property upon the liquidation or dissolution of any Issuer shall be paid over to the Shared Collateral Agent to be held held, at Agent’s option, either by it hereunder as additional collateral security Collateral for the (x) Secured Obligations or applied to the Secured Obligations as provided in the case of the Dex Shared Grantors, the Dex Borrower ObligationsSection 6.5, and (yii) in the case of the Universal Shared Grantors, the Obligations, and in case any distribution of capital shall be made on or in respect of the Investment Property or any property shall be distributed upon or with respect to the Investment Property pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest Lien in favor of the Shared Collateral Agent, be delivered to the Shared Collateral Agent to be held held, at Agent’s option, either by it hereunder as additional collateral security Collateral for (x) the Secured Obligations or applied to the Secured Obligations as provided in Section 6.5. Upon the case occurrence and during the continuance of the Dex Shared Grantorsan Event of Default, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations. If if any sums of money or property so paid or distributed in respect of the Investment Property shall be received by such Grantor, such Grantor shall, until such money or property is paid or delivered to the Shared Collateral Agent, hold such money or property in trust for the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Partiesand Lenders, segregated from other funds of such Grantor, as additional collateral security Collateral for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Guarantor, the Secured Obligations.
(b) Without the prior written consent of the Shared Collateral Agent, such Grantor will not not, so long as an Event of Default has occurred and is continuing and to the extent permitted by the Credit Agreement, (i) vote to enable, or take any other action to permit, any Issuer to issue any Equity Interests equity interests of any nature or to issue any other securities or interests convertible into or granting the right to purchase or exchange for any Equity Interests equity interests of any nature of any Issuer, except to the extent permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Investment Property or Proceeds thereof (except pursuant to a transaction expressly permitted by each of the Credit AgreementsAgreement) other than, with respect to Investment Property not constituting Pledged Equity or Pledged Notes, and such action which is not prohibited by the Intercreditor Agreement and this Credit Agreement), (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement and the Liens permitted by each of the Credit AgreementsPermitted Liens, the Intercreditor Agreement and this Agreement or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Shared Collateral Agent to sell, assign or transfer any of the Investment Property or Proceeds thereof, except, with respect to such Investment Property, shareholders’ agreements entered into by such Grantor with respect to Persons in which such Grantor maintains an ownership interest of 50% or less.
(c) In the case of each Grantor which is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Investment Property issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Shared Collateral Agent promptly in writing of the occurrence of any of the events described in Section 5.9(a5.5(a) with respect to the Investment Property issued by it and (iii) the terms of Sections 7.3(cSection 6.3(c) and 7.7 shall apply to it, mutatis mutandis, such Grantor with respect to all actions that may be required of it pursuant to Section 7.3(c6.3(c) or 7.7 with respect to regarding the Investment Property issued by it.. [Biotricity] Guarantee and Collateral Agreement
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Biotricity Inc.)
Investment Property. (a) If such Grantor the Guarantor shall become entitled to receive or shall receive any certificate (including, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Equity Interests Capital Stock of any Issuerthe Company, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, having a value in excess of $1,000,000 such Grantor the Guarantor shall accept the same as the agent of the Shared Collateral Agent for and the benefit holders of the applicable Shared Collateral Secured PartiesNotes, hold the same in trust for the Shared Collateral Agent for and the benefit holders of the applicable Shared Collateral Secured Parties Notes and deliver the same forthwith to the Shared Collateral Agent in the exact form received, duly indorsed by such Grantor the Guarantor to the Shared Collateral Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Grantor the Guarantor and with, if the Shared Collateral Agent so requests, signature guaranteed, to be held by the Shared Collateral Agent, subject to the terms hereof, as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations. Any sums paid upon or in respect of the Investment Property upon the liquidation or dissolution of any Issuer the Company shall be paid over to the Shared Collateral Agent to be held by it hereunder as additional collateral security for the (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations, and in case any distribution of capital shall be made on or in respect of the Investment Property or any property shall be distributed upon or with respect to the Investment Property pursuant to the recapitalization or reclassification of the capital of any Issuer the Company or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Shared Collateral Agent, be delivered to the Shared Collateral Agent to be held by it hereunder as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations. If any sums of money or property so paid or distributed in respect of the Investment Property shall be received by such Grantorthe Guarantor, such Grantor the Guarantor shall, until such money or property is paid or delivered to the Shared Collateral Agent, hold such money or property in trust for the Shared Collateral Agent for and the benefit holders of the applicable Shared Collateral Secured PartiesNotes, segregated from other funds of such Grantorthe Guarantor, as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Guarantor, the Obligations.
(b) Without the prior written consent of the Shared Collateral AgentAgent (such consent to be given only at the direction of the Required Holders), such Grantor the Guarantor will not (i) vote to enable, or take any other action to permit, any Issuer the Company to issue any Equity Interests Capital Stock of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any Equity Interests Capital Stock of any nature of any Issuer, except to the extent permitted by each Company.
(i) Without the prior written consent of the Credit AgreementsCollateral Agent (such consent to be given only at the direction of the Required Holders), the Intercreditor Agreement and this Agreement, (ii) such Grantor will not sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Investment Property or Proceeds thereof (except pursuant to a transaction expressly permitted by each of the Credit Agreements, the Intercreditor Agreement and this Note Purchase Agreement), ) or (iiiii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement and the Liens permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement or (iviii) enter into any agreement or undertaking restricting the right or ability of such Grantor the Guarantor or the Shared Collateral Agent to sell, assign or transfer any of the Investment Property or Proceeds thereof.
(cd) In the case of each Grantor which is an Issuer, such Issuer The Company agrees that (i) it will be bound by the terms of this Agreement relating to the Investment Property issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Shared Collateral Agent promptly in writing of the occurrence of any of the events described in Section 5.9(a4.7(a) with respect to the Investment Property issued by it and (iii) the terms of Sections 7.3(c5.3(c) and 7.7 5.7 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.3(c5.3(c) or 7.7 5.7 with respect to the Investment Property issued by it.
Appears in 1 contract
Investment Property. (a) If Subject to the exceptions contained in Section 5.1, if such Grantor shall become entitled to receive or shall receive any certificate (including, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Equity Interests Capital Stock of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, having a value in excess of $1,000,000 such Grantor shall accept the same as the agent of the Shared Collateral Administrative Agent for and the benefit of the applicable Shared Collateral Secured PartiesLenders, hold the same in trust for the Shared Collateral Administrative Agent for and the benefit Lenders and, in the case of the applicable Shared Collateral Secured Parties and a certificate or instrument, deliver the same forthwith to the Shared Collateral Administrative Agent in the exact form received, duly indorsed by such Grantor to the Shared Collateral Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Grantor and with, if the Shared Collateral Administrative Agent so requests, signature guaranteed, to be held by the Shared Collateral Administrative Agent, subject to the terms hereof, as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations. Any sums paid upon or in respect of the Investment Property upon the liquidation or dissolution of any Issuer Issuer, unless otherwise subject to a perfected security interest in favor of the Administrative Agent, shall be paid over to the Shared Collateral Administrative Agent to be held by it hereunder as additional collateral security for the (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations, and in case any distribution of capital shall be made on or in respect of the Investment Property or any property shall be distributed upon or with respect to the Investment Property pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Shared Collateral Administrative Agent, be delivered to the Shared Collateral Administrative Agent to be held by it hereunder as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations. If any sums of money or property so paid or distributed in respect of the Investment Property shall be received by such Grantor, such Grantor shall, until such money or property is paid or delivered to the Shared Collateral Administrative Agent, hold such money or property in trust for the Shared Collateral Administrative Agent for and the benefit of the applicable Shared Collateral Secured PartiesLenders, segregated from other funds of such Grantor, as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Guarantor, the Obligations.
(b) Without the prior written consent of the Shared Collateral Administrative Agent, such Grantor will not (i) vote to enable, or take any other action to permit, any Issuer that is a Subsidiary to issue any Equity Interests Capital Stock of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any Equity Interests Capital Stock of any nature of any Issuer, except to the extent permitted by each of the Credit Agreements, the Intercreditor Agreement and this AgreementIssuer that is a Subsidiary, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Investment Property or Proceeds thereof (except pursuant to a transaction expressly permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement), (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement and the Liens permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Shared Collateral Administrative Agent to sell, assign or transfer any of the Investment Property or Proceeds thereof.
(c) In the case of each Grantor which is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Investment Property issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Shared Collateral Administrative Agent promptly in writing of the occurrence of any of the events described in Section 5.9(a5.7(a) with respect to the Investment Property issued by it and (iii) the terms of Sections 7.3(c6.3(c) and 7.7 6.7 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.3(c6.3(c) or 7.7 6.7 with respect to the Investment Property issued by it.
(d) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 6.3(b), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Stock and all payments made in respect of the Pledged Notes, to the extent permitted in the Credit Agreement, and to exercise all voting and corporate or other organizational rights with respect to the Investment Property; provided, however, that no vote shall be cast or corporate or other organizational right exercised or other action taken which, in such Grantor’s good faith judgment, would impair the Collateral or which would result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Document.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Advent Software Inc /De/)
Investment Property. (a) If such the Grantor shall become entitled to receive or shall receive any certificate (including, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Equity Interests Capital Stock of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged StockSecurities, or otherwise in respect thereof, having a value in excess of $1,000,000 such the Grantor shall accept the same as the agent of the Shared Collateral First Lien Agent for and the benefit of the applicable Shared Collateral Secured Parties, hold the same in trust for the Shared Collateral First Lien Agent for and the benefit of the applicable Shared Collateral Secured Parties and deliver the same forthwith to the Shared Collateral First Lien Agent in the exact form received, duly indorsed by such the Grantor to the Shared Collateral First Lien Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such the Grantor and with, if the Shared Collateral First Lien Agent so requests, signature guaranteed, to be held by the Shared Collateral First Lien Agent, subject to the terms hereof, as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Grantor Obligations. Any sums paid upon or in respect of the Investment Property upon the liquidation or dissolution of any Issuer shall be paid over to the Shared Collateral First Lien Agent to be held by it hereunder as additional collateral security for the (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Grantor Obligations, and in case any distribution of capital shall be made on or in respect of the Investment Property Property, or any property shall be distributed upon or with respect to the Investment Property pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Shared Collateral First Lien Agent, be delivered to the Shared Collateral First Lien Agent to be held by it hereunder as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Grantor Obligations. If any sums of money or property so paid or distributed in respect of the Investment Property shall be received by such the Grantor, such the Grantor shall, until such money or property is paid or delivered to the Shared Collateral First Lien Agent, hold such money or property in trust for the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties, segregated from other funds of such the Grantor, as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Guarantor, the Grantor Obligations.
(b) Without the prior written consent of the Shared Collateral First Lien Agent, such the Grantor will not (i) vote to enable, or take any other action to permit, any Issuer to issue any Equity Interests stock or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any Equity Interests stock or other equity securities of any nature of any Issuer, except unless such securities are delivered to the extent permitted First Lien Agent, concurrently with the issuance thereof, to be held by each of the Credit Agreements, the Intercreditor Agreement and this AgreementFirst Lien Agent as Collateral, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Investment Property or Proceeds thereof (except pursuant to a transaction permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement)thereof, (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement and the Liens permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement Security Interest or (iv) enter into any agreement or undertaking restricting the right or ability of such the Grantor or the Shared Collateral First Lien Agent to sell, assign or transfer any of the Investment Property Pledged Securities or Proceeds thereof.
(c) In the case of each The Grantor which is an Issuer, shall cause such Issuer agrees that to execute and deliver to the First Lien Agent a signed instrument in the form of Annex I hereto.
(d) The Grantor (i) it will be bound by confirms that none of the terms of this Agreement relating to the Investment Property any equity interest issued by it an Issuer that is a partnership or a limited liability company provides that such equity interest is a “security” within the meaning of Sections 8-102 and will comply with such terms insofar as such terms are applicable to it8-103 of the Maryland UCC (a “Security”), (ii) agrees that it will notify the Shared Collateral Agent promptly in writing of the occurrence of cause such Issuer to take no action to cause or permit any of the events described in Section 5.9(a) with respect such equity interest to the Investment Property issued by it and become a Security, (iii) agrees that it will cause such Issuer not to issue any certificate representing any such equity interest and (iv) agrees that if, notwithstanding the terms of Sections 7.3(c) and 7.7 foregoing, any such equity interest shall apply be or become a Security, the Grantor will instruct such Issuer to it, mutatis mutandis, comply with respect to all actions that may be required of it pursuant to Section 7.3(c) or 7.7 with respect to instructions originated by the Investment Property issued First Lien Agent without further consent by itthe Grantor.
Appears in 1 contract
Samples: First Lien Pledge and Security Agreement (Mirion Technologies, Inc.)
Investment Property. (a) If such any Grantor shall become entitled to receive or shall receive any certificate (including, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization)certificate, option or rights in respect of the Equity Interests equity interests of any Investment Property Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged StockEquity, or otherwise in respect thereof, having a value in excess of $1,000,000 such Grantor shall accept the same as the agent of the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured PartiesAgent, hold the same in trust for the Shared Collateral Agent Agent, for the benefit of the applicable Shared Collateral Secured Parties and deliver the same forthwith to the Shared Collateral Agent in the exact form received, duly indorsed endorsed by such Grantor to the Shared Collateral Agent, if required, together with an undated stock power instrument of transfer covering such certificate duly executed in blank by such Grantor and with, if the Shared Collateral Agent so requests, signature guaranteed, to be held by the Shared Collateral Agent, for the benefit of the Secured Parties, subject to the terms hereof, as additional collateral security Collateral for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations. Any sums paid upon or in respect of the Investment Property upon the liquidation or dissolution of any Investment Property Issuer shall be paid over to the Shared Collateral Agent to be held by it hereunder as additional collateral security Collateral for the (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations, and in . In case any distribution of capital shall be made on or in respect of the Investment Property or any property shall be distributed upon or with respect to the Investment Property pursuant to the recapitalization or reclassification of the capital of any Investment Property Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest Lien in favor of the Shared Collateral Agent, for the benefit of the Secured Parties, be delivered to the Shared Collateral Agent to be held by it hereunder as additional collateral security Collateral for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations. If any sums of money or property so paid or distributed in respect of the Investment Property shall be received by such any Grantor, such Grantor shall, until such money or property is paid or delivered to the Shared Collateral Agent, hold such money or property in trust for the Shared Collateral Agent Agent, for the benefit of the applicable Shared Collateral Secured Parties, segregated from other funds of such Grantor, as additional collateral security Collateral for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Guarantor, the Obligations.
(b) The Collateral Agent shall have the right to exercise all voting and other rights with respect to the Investment Property at any meeting of holders of the equity interests of the relevant Investment Property Issuer or Issuers or otherwise. Without the prior written consent of the Shared Collateral Agent, such no Grantor will not shall (i) vote to enable, or take any other action to permit, any Issuer to issue any Equity Interests of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any Equity Interests of any nature of any Issuer, except to the extent permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Investment Property or Proceeds thereof (except pursuant to a transaction expressly permitted by each of the Credit AgreementsIndenture) other than, with respect to Investment Property not constituting Pledged Equity or Pledged Notes, any such action which is not prohibited by the Intercreditor Agreement and this Agreement)Indenture, (iiiii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement and the Liens permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement or (iviii) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Shared Collateral Agent to sell, assign or transfer any of the Investment Property or Proceeds thereof.
(c) In the case of each Grantor which is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Investment Property issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Shared Collateral Agent promptly in writing of the occurrence of any of the events described in Section 5.9(a) with respect to the Investment Property issued by it and (iii) the terms of Sections 7.3(c) and 7.7 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.3(c) or 7.7 with respect to the Investment Property issued by it.
Appears in 1 contract
Samples: Contribution and Exchange Agreement (Capital Trust Inc)
Investment Property. (a) If such Grantor shall become entitled to receive or shall receive any certificate Certificated Security (including, without limitation, including any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option options or rights in respect of the Equity Interests of in any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of or other ownership interests in the Pledged StockEquity Interests, or otherwise in respect thereof, having a value in excess of $1,000,000 such Grantor shall accept the same as the agent of the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties, hold the same in trust for the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties and deliver the same forthwith promptly to the Shared Collateral Administrative Agent in the exact form received, duly indorsed endorsed by such Grantor to the Shared Collateral Administrative Agent, if required, together with an undated stock power or similar instrument of transfer covering such certificate Certificated Security duly executed in blank by such Grantor and with, if the Shared Collateral Agent so requests, signature guaranteedGrantor, to be held by the Shared Collateral Administrative Agent, subject to the terms hereof, as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations. Any sums paid upon or in respect of the Investment Property upon the liquidation or dissolution of any Issuer shall be paid over to the Shared Collateral Agent to be held by it hereunder as additional collateral security for the (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations, and in case any distribution of capital shall be made on or in respect of the Investment Property or any property shall be distributed upon or with respect to the Investment Property pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Shared Collateral Agent, be delivered to the Shared Collateral Agent to be held by it hereunder as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations. If any sums of money or property so paid or distributed in respect of the Investment Property shall be received by such Grantor, such Grantor shall, until such money or property is paid or delivered to the Shared Collateral Agent, hold such money or property in trust for the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties, segregated from other funds of such Grantor, as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Guarantor, the Obligations.
(b) Without the prior written consent of the Shared Collateral Administrative Agent, such Grantor will shall not (i) vote to enable, or take any other action to permit, any Issuer issuer of Pledged Equity Interests to issue any Equity Interests stock, partnership interests, limited liability company interests or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any Equity Interests stock, partnership interests, limited liability company interests or other equity securities of any nature of any Issuersuch issuer (except, except in each case, pursuant to the extent a transaction expressly permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement), (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, any of the Investment Property constituting Collateral or Proceeds thereof or any interest therein (except except, in each case, pursuant to a transaction permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement), (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement and the Liens or any Lien permitted by each thereon pursuant to Section 6.02 of the Credit AgreementsAgreement, the Intercreditor Agreement and this Agreement or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Shared Collateral Administrative Agent to sell, assign or transfer any of the Investment Property or Proceeds thereof or any interest therein or except as permitted by the Credit Agreement, or (v) cause or permit any Issuer of any Pledged Partnership Interests or Pledged LLC Interests which are not securities (for purposes of the New York UCC) on the date hereof to elect or otherwise take any action to cause such Pledged Partnership Interests or Pledged LLC Interests to be treated as securities for purposes of the New York UCC; provided, however, notwithstanding the foregoing, if any Issuer of any Pledged Partnership Interests or Pledged LLC Interests takes any such action in violation of the provisions in this clause (v), such Grantor shall promptly notify the Administrative Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish the Administrative Agent’s “control” thereof.
(c) In the case of each Grantor which is an Issuer, such Issuer agrees that (i) it will shall be bound by the terms of this Agreement relating to the Investment Property Pledged Collateral issued by it and will shall comply with such terms insofar as such terms are applicable to it, (ii) it will shall notify the Shared Collateral Administrative Agent promptly concurrently with delivery of the financial statements required under Section 5.04(b) of the Credit Agreement in writing of the occurrence of any of the events described in Section 5.9(a5.4(a) with respect to the Investment Property Pledged Collateral issued by it and (iii) the terms of Sections 7.3(c6.3(c) and 7.7 6.7 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.3(c6.3(c) or 7.7 6.7 with respect to the Investment Property Pledged Collateral issued by it. In addition, each Grantor which is either an Issuer or an owner of any Pledged Collateral hereby consents to the grant by each other Grantor of the security interest hereunder in favor of the Administrative Agent and to the transfer of any Pledged Collateral to the Administrative Agent or its nominee following an Event of Default and to the substitution of the Administrative Agent or its nominee as a partner, member or shareholder of the Issuer of the related Pledged Collateral.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Generac Holdings Inc.)
Investment Property. (a) If such Grantor shall become entitled to receive or shall receive any certificate (including, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization)certificate, option or rights in respect of the Equity Interests equity interests of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged StockEquity, or otherwise in respect thereof, having a value in excess of $1,000,000 such Grantor shall accept the same as the agent of the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured PartiesCreditors, hold the same in trust for the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties Creditors and deliver the same forthwith to the Shared Collateral Agent Secured Creditors in the exact form received, duly indorsed by such Grantor to the Shared Collateral AgentSecured Creditors, if required, together with an undated stock power instrument of transfer covering such certificate duly executed in blank by such Grantor and with, if the Shared Collateral Agent Secured Creditors so requestsrequest, signature guaranteedguarantied, to be held by the Shared Collateral AgentSecured Creditors, subject to the terms hereof, as additional collateral security Collateral for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Secured Obligations. Any Upon the occurrence and during the continuance of an Event of Default, (i) any sums paid upon or in respect of the Investment Property upon the liquidation or dissolution of any Issuer shall be paid over to the Shared Collateral Agent Secured Creditors to be held by it them hereunder as additional collateral security Collateral for the (x) in the case of the Dex Shared Grantors, the Dex Borrower Secured Obligations, and (yii) in the case of the Universal Shared Grantors, the Obligations, and in case any distribution of capital shall be made on or in respect of the Investment Property or any property shall be distributed upon or with respect to the Investment Property pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest Lien in favor of the Shared Collateral AgentSecured Creditors, be delivered to the Shared Collateral Agent Secured Creditors to be held by it them hereunder as additional collateral security Collateral for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Secured Obligations. If Upon the occurrence and during the continuance of an Event of Default, if any sums of money or property so paid or distributed in respect of the Investment Property shall be received by such Grantor, such Grantor shall, until such money or property is paid or delivered to the Shared Collateral AgentSecured Creditors, hold such money or property in trust for the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured PartiesCreditors, segregated from other funds of such Grantor, as additional collateral security Collateral for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Guarantor, the Secured Obligations.
(b) Without the prior written consent of the Shared Collateral AgentSecured Creditors, such Grantor will not (i) vote to enable, or take any other action to permit, any Issuer to issue any Equity Interests equity interests of any nature or to issue any other securities or interests convertible into or granting the right to purchase or exchange for any Equity Interests equity interests of any nature of any Issuer, except to the extent except, in each case, as permitted by each of the Credit Agreements, the Intercreditor Agreement and this Facility Agreement, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Investment Property or Proceeds thereof (except pursuant to a transaction permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement), (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement and the Liens permitted by each of the Credit AgreementsPermitted Liens, the Intercreditor Agreement and this Agreement or (iviii) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Shared Collateral Agent Secured Creditors to sell, assign or transfer any of the Investment Property or Proceeds thereof, except, any such action which is not prohibited by the Facility Agreement.
(c) In the case of each Grantor which is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Investment Property issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Shared Collateral Agent Secured Creditors promptly in writing of the occurrence of any of the events described in Section 5.9(a5.5(a) of this Agreement with respect to the Investment Property issued by it and (iii) the terms of Sections 7.3(c6.3(c) and 7.7 6.7 of this Agreement shall apply to it, mutatis mutandis, such Grantor with respect to all actions that may be required of it pursuant to Section 7.3(c6.3(c) or 7.7 with respect to 6.7 of this Agreement regarding the Investment Property issued by it.
Appears in 1 contract
Investment Property. (a) If such Grantor shall become entitled to receive or shall receive any stock or other ownership certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Capital Stock or other Pledged Equity Interests Interest of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of or other ownership interests in the Pledged StockSecurities, or otherwise in respect thereof, having a value in excess of $1,000,000 such Grantor shall accept the same as the agent of the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties, hold the same in trust for the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties and deliver the same forthwith to the Shared Canadian Collateral Agent in the exact form received, duly indorsed endorsed by such Grantor to the Shared Canadian Collateral Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Grantor and with, if the Shared Collateral Agent so requests, signature guaranteedGrantor, to be held by the Shared Canadian Collateral Agent, subject to the terms hereof, as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations. Any sums paid upon or in respect of the Investment Property Pledged Securities upon the liquidation or dissolution of any Issuer shall be paid over to the Shared Canadian Collateral Agent to be held by it hereunder as additional collateral security for the (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations, and in case any distribution of capital shall be made on or in respect of the Investment Property Pledged Securities or any property shall be distributed upon or with respect to the Investment Property Pledged Securities pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Shared Canadian Collateral Agent, be delivered to the Shared Canadian Collateral Agent to be held by it hereunder as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations. If any sums of money or property so paid or distributed in respect of the Investment Property Pledged Securities shall be received by such Grantor, such Grantor shall, until such money or property is paid or delivered to the Shared Canadian Collateral Agent, hold such money or property in trust for the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties, segregated from other funds of such Grantor, as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Guarantor, the Obligations.
(b) Without the prior written consent of the Shared Canadian Collateral Agent, such Grantor will not (i) vote to enable, or take any other action to permit, any Issuer to issue any Equity Interests stock, partnership interests, limited liability company interests or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any Equity Interests stock, partnership interests, limited liability company interests or other equity securities of any nature of any Issuer, except to the extent permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, any of the Investment Property or Proceeds thereof or any interest therein (except except, in each case, pursuant to a transaction expressly permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement), (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement and the Liens permitted by each of the Credit AgreementsAgreement, the Intercreditor Agreement and this Agreement or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Shared Canadian Collateral Agent to sell, assign or transfer any of the Investment Property or Proceeds thereofthereof or any interest therein.
(c) In the case of each Grantor which is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Investment Property Pledged Securities issued by it and will comply with such terms insofar as such terms are applicable to it, and (ii) it will notify the Shared Collateral Agent promptly in writing of the occurrence of any of the events described in Section 5.9(a) with respect to the Investment Property issued by it and (iii) acknowledges that the terms of Sections 7.3(c) and 7.7 6.3(c)and 6.7 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.3(cSections 6.3(c) or 7.7 6.7 with respect to the Investment Property Pledged Securities issued by it. In addition, each Grantor which is either an Issuer or an owner of any Pledged Security hereby consents to the grant by each other Grantor of the security interest hereunder in favor of the Canadian Collateral Agent and to the transfer of any Pledged Security to the Canadian Collateral Agent or its nominee following an Event of Default and to the substitution of the Canadian Collateral Agent or its nominee as a partner, member or shareholder of the Issuer of the related Pledged Security.
Appears in 1 contract
Investment Property. (a) If such Grantor Unless a Lease Event of Default shall become entitled have occurred and be continuing and the Collateral Agent shall have given notice to the Pledgor of the Collateral Agent's intent to exercise its corresponding rights pursuant to SECTION 5.1(B), the Pledgor shall be permitted to receive all cash dividends paid in respect of the Pledged Shares, to the extent permitted in the Participation Agreement, and to exercise all voting and corporate rights with respect to the Investment Property; PROVIDED, HOWEVER, that no vote shall be cast or corporate right exercised or other action taken which, in the Collateral Agent's reasonable judgment, would impair the Collateral or which would be inconsistent with or result in any violation of any provision of any Operative Document.
(b) If a Lease Event of Default shall occur and be continuing and the Collateral Agent shall give notice of its intent to exercise such rights to the Pledgor, (i) the Collateral Agent shall have the right to receive any certificate and all cash dividends, distributions, payments or other Proceeds paid in respect of the Investment Property and make application thereof to the Leveraged Lease Obligations in such order as the Collateral Agent may determine, (ii) any or all of the Investment Property shall be registered in the name of the Collateral Agent or its nominee, and (iii) the Collateral Agent or its nominee may thereafter exercise (x) all voting, corporate and other rights pertaining to such Investment Property at any meeting of shareholders or partners of the Issuer or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Investment Property as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Equity Interests of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, having a value in excess of $1,000,000 such Grantor shall accept the same as the agent of the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties, hold the same in trust for the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties and deliver the same forthwith to the Shared Collateral Agent in the exact form received, duly indorsed by such Grantor to the Shared Collateral Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Grantor and with, if the Shared Collateral Agent so requests, signature guaranteed, to be held by the Shared Collateral Agent, subject to the terms hereof, as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations. Any sums paid upon or in respect all of the Investment Property upon the liquidation merger, consolidation, reorganization, recapitalization or dissolution other fundamental change in the corporate or partnership structure of any Issuer shall be paid over to Issuer, or upon the Shared exercise by the Pledgor or the Collateral Agent of any right, privilege or option pertaining to be held by it hereunder as additional collateral security for the (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligationssuch Investment Property, and in case connection therewith, the right to deposit and deliver any distribution of capital shall be made on or in respect and all of the Investment Property with any committee, depositary, transfer agent, registrar or any other designated agency upon such terms and conditions as the Collateral Agent may determine), all without liability except to account for property actually received by it, but the Collateral Agent shall be distributed upon or with respect have no duty to the Investment Property pursuant Pledgor to the recapitalization exercise any such right, privilege or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Shared Collateral Agent, option and shall not be delivered to the Shared Collateral Agent to be held by it hereunder as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations. If any sums of money or property so paid or distributed in respect of the Investment Property shall be received by such Grantor, such Grantor shall, until such money or property is paid or delivered to the Shared Collateral Agent, hold such money or property in trust for the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties, segregated from other funds of such Grantor, as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Guarantor, the Obligations.
(b) Without the prior written consent of the Shared Collateral Agent, such Grantor will not (i) vote to enable, or take any other action to permit, any Issuer to issue any Equity Interests of any nature or to issue any other securities convertible into or granting the right to purchase or exchange responsible for any Equity Interests of any nature of any Issuer, except failure to the extent permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement, (ii) sell, assign, transfer, exchange, do so or otherwise dispose of, or grant any option with respect to, the Investment Property or Proceeds thereof (except pursuant to a transaction permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement), (iii) create, incur or permit to exist any Lien or option delay in favor of, or any claim of any Person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement and the Liens permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Shared Collateral Agent to sell, assign or transfer any of the Investment Property or Proceeds thereofso doing.
(c) In the case of each Grantor which is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Investment Property issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Shared Collateral Agent promptly in writing of the occurrence of any of the events described in Section 5.9(a) with respect to the Investment Property issued by it and (iii) the terms of Sections 7.3(c) and 7.7 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.3(c) or 7.7 with respect to the Investment Property issued by it.
Appears in 1 contract
Samples: Pledge and Collateral Agreement (Eme Homer City Generation Lp)
Investment Property. (a) If such Grantor shall become entitled to receive or shall receive any certificate (including, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Equity Interests Capital Stock of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, having a value in excess of $1,000,000 such Grantor shall accept the same as the agent of the Shared Collateral Agent for Lead Agents and the benefit of the applicable Shared Collateral Secured PartiesLenders, hold the same in trust for the Shared Collateral Agent for Lead Agents and the benefit of the applicable Shared Collateral Secured Parties Lenders and deliver the same forthwith to the Shared Collateral Administrative Agent in the exact form received, duly indorsed by such Grantor to the Shared Collateral Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Grantor and with, if the Shared Collateral Administrative Agent so requests, signature guaranteed, to be held by the Shared Collateral Administrative Agent, subject to the terms hereof, as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations. Any Except as otherwise permitted under the Credit Agreement, (i) any sums paid upon or in respect of the Investment Property upon the liquidation or dissolution of any Issuer shall be paid over to the Shared Collateral Administrative Agent to be held by it hereunder as additional collateral security for the (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (yii) in the case of the Universal Shared Grantors, the Obligations, and in case any distribution of capital shall be made on or in respect of the Investment Property or any property shall be distributed upon or with respect to the Investment Property pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Shared Collateral Administrative Agent, be delivered to the Shared Collateral Administrative Agent to be held by it hereunder as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations. If any sums of money or property so paid or distributed in respect of the Investment Property shall be received by such Grantor, such Grantor shall, until such money or property is paid or delivered to the Shared Collateral Administrative Agent, hold such money or property in trust for the Shared Collateral Agent for Lead Agents and the benefit of the applicable Shared Collateral Secured PartiesLenders, segregated from other funds of such Grantor, as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Guarantor, the Obligations.
(b) Without Except as otherwise permitted in the Credit Agreement, without the prior written consent of the Shared Collateral Administrative Agent, such Grantor will not (i) vote to enable, or take any other action to permit, any Issuer to issue any Equity Interests stock or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any Equity Interests stock or other equity securities of any nature of any Issuer, except to the extent permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Investment Property or Proceeds thereof (except pursuant to a transaction expressly permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement), (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement and the Agreement, non-consensual Liens permitted by each under Section 8.3 of the Credit Agreements, Agreement or Liens permitted under Section 8.3(k) of the Intercreditor Agreement and this Credit Agreement or (iv) other than the Senior Subordinated Note Indenture (or any other agreement governing Indebtedness permitted under Section 8.2(f) of the Credit Agreement) and any agreement with respect to a Grantor imposed pursuant to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Capital Stock of such Grantor, enter into any agreement or undertaking restricting the right or ability of such Grantor or the Shared Collateral Administrative Agent to sell, assign or transfer any of the Investment Property or Proceeds thereof.
(c) In the case of each Grantor which is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Investment Property issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Shared Collateral Administrative Agent promptly in writing of the occurrence of any of the events described in Section 5.9(a5.8(a) with respect to the Investment Property issued by it and (iii) the terms of Sections 7.3(c6.3(c) and 7.7 6.7 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.3(c6.3(c) or 7.7 6.7 with respect to the Investment Property issued by it.
Appears in 1 contract
Investment Property. (a) If such Grantor shall become entitled to receive or shall receive any certificate (including, without limitation, including any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Equity Interests Investment Property of any Investment Property Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged StockEquity, or otherwise in respect thereof, having a value in excess of $1,000,000 such Grantor shall accept the same as the agent of the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties, hold the same in trust for the Shared Collateral Agent Agent, for the ratable benefit of the applicable Shared Collateral Secured Parties and and, if so reasonably requested by the Collateral Agent, deliver the same forthwith to the Shared Collateral Agent in the exact form received, duly indorsed by such Grantor to the Shared Collateral Agent, if required, together with an undated stock power or other undated instruments of transfer reasonably satisfactory to the Collateral Agent, covering such certificate duly executed in blank by such Grantor and with, if the Shared Collateral Agent so requests, signature guaranteed, to be held by the Shared Collateral Agent, subject to the terms hereof, as additional collateral security for (x) the Obligations, provided that in the case no event shall more than sixty five percent 65% of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case total outstanding Foreign Corporation Voting Stock of the Universal Shared Grantors, the Obligationsany Foreign Corporation that is an Investment Property Issuer be pledged as collateral security hereunder. Any sums paid upon or in respect of the Investment Property of any Investment Property Issuer upon the liquidation or dissolution of any such Investment Property Issuer shall be paid over to the Shared Collateral Agent to be held by it hereunder as additional collateral security for the (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations, and in case any distribution of capital shall be made on or in respect of the Investment Property Property, or any property shall be distributed upon or with respect to the Investment Property pursuant to the recapitalization or reclassification of the capital of any Investment Property Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Shared Collateral Agent, be delivered to the Shared Collateral Agent to be held by it hereunder as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations. If any sums of money or property so paid or distributed in respect of the Investment Property shall be received by such Grantor, such Grantor shall, until such money or property is paid or delivered to the Shared Collateral Agent (unless otherwise subject to a perfected security interest in favor of the Collateral Agent), hold such money or property in trust for the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties, segregated from other funds of such Grantor, as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Guarantor, the Obligations.
(b) Without the prior written consent of the Shared Collateral Agent, such Grantor will not (i) vote to enable, or take any other action to permit, any Issuer to issue any Equity Interests of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any Equity Interests of any nature of any Issuer, except to the extent permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Investment Property or Proceeds thereof (except pursuant to a transaction permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement), (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement and the Liens permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Shared Collateral Agent to sell, assign or transfer any of the Investment Property or Proceeds thereof.
(c) In the case of each Grantor which is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Investment Property issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Shared Collateral Agent promptly in writing of the occurrence of any of the events described in Section 5.9(a) with respect to the Investment Property issued by it and (iii) the terms of Sections 7.3(c) and 7.7 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.3(c) or 7.7 with respect to the Investment Property issued by it.. 18
Appears in 1 contract
Investment Property. (a) If such Grantor shall become entitled to receive or shall receive any stock certificate (including, without limitation, including any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Equity Interests Capital Stock of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, to the extent constituting Collateral, or otherwise in respect thereof, having a value in excess of $1,000,000 such Grantor shall accept the same as the agent of the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties, hold the same in trust for the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties and deliver the same forthwith (to the Shared Collateral extent not constituting Excluded Perfection Assets) to the Administrative Agent in the exact form received, duly indorsed by such Grantor to the Shared Collateral Administrative Agent, if required, together with an undated stock power or equivalents covering such certificate duly executed in blank by such Grantor and with, if the Shared Collateral Agent so requests, signature guaranteedGrantor, to be held by the Shared Collateral Administrative Agent, subject to the terms hereof, as additional collateral security for the Secured Obligations; provided, that in no event shall there be pledged (xi) in the case more than 65% of any of the Dex Shared Grantorstotal outstanding voting Capital Stock of any First Tier Foreign Subsidiary Voting Stock or shall include, (ii) any Capital Stock of a Foreign Subsidiary that is not a First Tier Foreign Subsidiary, or (iii) any Excluded Collateral. Upon the Dex Borrower Obligationsoccurrence and during the continuance of an Event of Default under the Amended and Restated Credit Agreement, and (y) in the case of the Universal Shared Grantors, the Obligations. Any any sums paid upon or in respect of the Investment Property Property, to the extent constituting Collateral, upon the liquidation or dissolution of any Issuer shall be paid over to the Shared Collateral Administrative Agent (unless otherwise agreed in the Amendment and RestatedAmended Credit Agreement) to be held by it hereunder as additional collateral security for the (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Secured Obligations, and in case any distribution of capital shall be made on or in respect of the Investment Property Property, to the extent constituting Collateral, or any property shall be distributed upon or with respect to the Investment Property pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Shared Collateral Administrative Agent, be delivered to the Shared Collateral Administrative Agent to be held by it hereunder as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Secured Obligations. If any sums of money or property so paid or distributed in respect of the Investment Property Property, to the extent constituting Collateral, shall be received by such Grantor, such Grantor shall, until such money or property is paid or delivered to the Shared Collateral Administrative Agent, hold such money or property in trust for the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties, segregated from other funds of such Grantor, as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Guarantor, the Secured Obligations.
(b) Without the prior written consent of the Shared Collateral Administrative Agent, such Grantor will not (i) vote to enable, or take any other action to permit, any Issuer to issue any Equity Interests of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any Equity Interests of any nature of any Issuernot, except to the extent as permitted by each of the Amended and Restated Credit Agreements, the Intercreditor Agreement and this Agreement, (iii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Investment Property or Proceeds thereof (except pursuant to a transaction permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement)thereof, (iiiii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement and the Liens permitted by each of the Credit Agreementsor Permitted Liens, the Intercreditor Agreement and this Agreement or (iviii) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Shared Collateral Administrative Agent to sell, assign or transfer any of the Investment Property or Proceeds thereof.
thereof (c) In the case of each Grantor which unless such restriction is an Issuer, such Issuer agrees that (i) it will be bound permitted by the terms of this Agreement relating to the Investment Property issued by it Amended and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Shared Collateral Agent promptly in writing of the occurrence of any of the events described in Section 5.9(a) with respect to the Investment Property issued by it and (iii) the terms of Sections 7.3(c) and 7.7 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.3(c) or 7.7 with respect to the Investment Property issued by itRestated Credit Agreement).
Appears in 1 contract
Samples: Third Amendment Agreement (KAR Auction Services, Inc.)
Investment Property. (a) If such Grantor shall become entitled to receive or shall receive any stock certificate (including, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Equity Interests of any IssuerIssuer constituting Pledged Stock, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, having a value in excess of $1,000,000 such Grantor shall accept the same as the agent of the Shared Collateral Agent for and the benefit of the applicable Shared Collateral Secured PartiesLenders, hold the same in trust for the Shared Collateral Agent for and the benefit of Lenders and to the applicable Shared Collateral Secured Parties and extent required pursuant to Section 4.1 deliver the same forthwith to the Shared Collateral Agent in the exact form received, duly indorsed by such Grantor to the Shared Collateral Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Grantor and with, if the Shared Collateral Agent so requests, signature guaranteed, to be held by the Shared Collateral Agent, in accordance with Section 4.1 hereof subject to the terms hereof, as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations. Any sums paid upon or in respect If an Event of the Investment Property upon the liquidation or dissolution of any Issuer Default shall have occurred and be paid over to the Shared Collateral Agent to be held by it hereunder as additional collateral security for the (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligationscontinuing, and (y) in the case of the Universal Shared Grantors, the Obligations, and in case any distribution of capital to a Grantor (other than cash) required to be included in Collateral shall be made on or in respect of the Investment Property included in the Collateral or any property (other than cash) included in Collateral shall be distributed to a Grantor upon or with respect to the Investment Property pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed such Grantor shall, unless such distribution of capital or property is otherwise subject to a perfected security interest in favor of the Shared Collateral Agent, use commercially reasonable efforts to cause it to be delivered subject to a perfected security interest in favor of the Shared Collateral Agent to be held by it hereunder as additional collateral security for (x) the extent and in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligationsmanner required pursuant to Section 4.3 hereof. If any sums of money or such property so paid or distributed in respect of the Investment Property included in the Collateral shall be received by such Grantor, such Grantor shall, until such money or property is paid or delivered to the Shared Collateral Agent, hold such money or property in trust for the Shared Collateral Agent for and the benefit of the applicable Shared Collateral Secured Parties, segregated from other funds of such Grantor, Parties as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Guarantor, the Obligations.
(b) Without the prior written consent of the Shared Collateral Agent, such Grantor will not (i) vote to enable, or take any other action to permit, any Issuer to issue any Equity Interests of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any Equity Interests of any nature of any Issuer, except to the extent permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Investment Property or Proceeds thereof (except pursuant to a transaction permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement), (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement and the Liens permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Shared Collateral Agent to sell, assign or transfer any of the Investment Property or Proceeds thereof.
(c) In the case of each Grantor which is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Investment Property included in Collateral issued by it and will comply with such terms insofar as such terms are applicable to it, and (ii) it will notify the Shared Collateral Agent promptly in writing of the occurrence of any of the events described in Section 5.9(a) with respect to the Investment Property issued by it and (iii) the terms of Sections 7.3(cSection 5.3(c) and 7.7 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.3(c5.3(c) or 7.7 with respect to the such Investment Property issued by itProperty.
Appears in 1 contract
Samples: Credit Agreement (Dole PLC)
Investment Property. (a) If such Grantor shall become entitled to receive or shall receive any stock or other ownership certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Capital Stock or other Pledged Equity Interests Interest of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of or other ownership interests in the Pledged StockSecurities, or otherwise in respect thereof, having a value in excess of $1,000,000 such Grantor shall accept the same as the agent of the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties, hold the same in trust for the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties and deliver the same forthwith to the Shared Collateral Administrative Agent in the exact form received, duly indorsed endorsed by such Grantor to the Shared Collateral Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Grantor and with, if the Shared Collateral Agent so requests, signature guaranteed, to be held by the Shared Collateral Administrative Agent, subject to the terms hereof, as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations. Any sums paid upon or in respect of the Investment Property Pledged Securities upon the liquidation or dissolution of any Issuer shall be paid over to the Shared Collateral Administrative Agent to be held by it hereunder as additional collateral security for the (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations, and in case any distribution of capital shall be made on or in respect of the Investment Property Pledged Securities or any property shall be distributed upon or with respect to the Investment Property Pledged Securities pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Shared Collateral Administrative Agent, be delivered to the Shared Collateral Administrative Agent to be held by it hereunder as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations. If any sums of money or property so paid or distributed in respect of the Investment Property Pledged Securities shall be received by such Grantor, such Grantor shall, until such money or property is paid or delivered to the Shared Collateral Administrative Agent, hold such money or property in trust for the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties, segregated from other funds of such Grantor, as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Guarantor, the Obligations.
(b) Without the prior written consent of the Shared Collateral Administrative Agent, such Grantor will not (i) vote to enable, or take any other action to permit, any Issuer to issue any Equity Interests stock, partnership interests, limited liability company interests or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any Equity Interests stock, partnership interests, limited liability company interests or other equity securities of any nature of any Issuer, except to the extent permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, any of the Investment Property or Proceeds thereof or any interest therein (except except, in each case, pursuant to a transaction expressly permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement), (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement and the Liens permitted by each of the Credit AgreementsAgreement, the Intercreditor Agreement and this Agreement or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Shared Collateral Administrative Agent to sell, assign or transfer any of the Investment Property or Proceeds thereof or any interest therein or (v) without (a) the prior written notice to the Administrative Agent and (b) such Grantor taking all steps necessary or advisable to establish the Administrative Agent's "control" thereof, cause or permit any Issuer of any Pledged Partnership Interests or Pledged LLC Interests which are not securities (for purposes of the UCC) on the date hereof to elect or otherwise take any action to cause such Pledged Partnership Interests or Pledged LLC Interests to be treated as securities for purposes of the UCC.
(c) In the case of each Grantor which is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Investment Property Pledged Securities issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Shared Collateral Administrative Agent promptly in writing of the occurrence of any of the events described in Section 5.9(a5.8(a) with respect to the Investment Property Pledged Securities issued by it and (iii) the terms of Sections 7.3(c6.3(c) and 7.7 6.7 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.3(c6.3(c) or 7.7 6.7 with respect to the Investment Property Pledged Securities issued by it. In addition, each Grantor which is either an Issuer or an owner of any Pledged Security hereby consents to the grant by each other Grantor of the security interest hereunder in favor of the Administrative Agent and to the transfer of any Pledged Security to the Administrative Agent or its nominee upon the occurrence or during the continuation of an Event of Default and to the substitution of the Administrative Agent or its nominee as a partner, member or shareholder of the Issuer of the related Pledged Security. The Administrative Agent agrees to notify any Grantor before transferring the Pledged Securities pledged by such Grantor into the name of the Administrative Agent pursuant to this section.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Rent a Center Inc De)
Investment Property. (a) If such Grantor shall become entitled to receive or shall receive any certificate (including, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Equity Interests of any IssuerSubsidiary, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged StockEquity, or otherwise in respect thereof, having a value in excess of $1,000,000 such Grantor shall accept the same as the agent of the Shared Collateral Agent for and the benefit of the applicable Shared Collateral other Secured Parties, hold the same in trust for the Shared Collateral Agent for and the benefit of the applicable Shared Collateral other Secured Parties and deliver the same forthwith to the Shared Collateral Agent Agent, in the exact form received, duly indorsed by such Grantor to the Shared Collateral Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Grantor and with, if the Shared Collateral Agent so requests, signature guaranteedGrantor, to be held by the Shared Collateral Agent, subject to the terms hereof, as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations. Any sums paid upon or in respect If an Event of the Investment Property upon the liquidation or dissolution of any Issuer Default shall have occurred and be paid over to the Shared Collateral Agent to be held by it hereunder as additional collateral security for the (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligationscontinuing, and (y) in the case of the Universal Shared Grantors, the Obligations, and in case any distribution of capital to a Grantor (other than cash) required to be included in Collateral shall be made on or in respect of the Investment Property or any property (other than cash) required to be included in Collateral shall be distributed to a Grantor upon or with respect to the Investment Property pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed such Grantor shall, unless such distribution of capital or property is otherwise subject to a perfected security interest in favor of the Shared Collateral Agent, use commercially reasonable efforts to cause it to be delivered subject to a perfected security interest in favor of the Shared Collateral Agent to be held by it hereunder as additional collateral security for (x) the extent and in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligationsmanner required pursuant to Section 4.3. If any sums of money or such property so paid or distributed in respect of the Investment Property shall be received by such Grantor, such Grantor shall, until such money or property is paid or delivered to the Shared Collateral Agent, hold such money or property in trust for the Shared Collateral Agent for and the benefit of the applicable Shared Collateral other Secured Parties, segregated from other funds of such Grantor, Parties as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Guarantor, the Obligations.
(b) Without the prior written consent of the Shared Collateral Agent, such consent not to be unreasonably withheld, such Grantor will not (i) vote to enable, or take any other action to permit, any Issuer to issue any Equity Interests of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any Equity Interests of any nature of any Issuer, except to the extent permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Investment Property or Proceeds thereof (except pursuant to a transaction permitted by each of the Credit Agreements, the Intercreditor Agreement and this AgreementIndenture Documents), (iiiii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement and or permitted under the Liens Indenture Documents or (iii) except as permitted by each of the Credit AgreementsIndenture Documents, enter, subsequent to the Intercreditor Agreement and this Agreement or (iv) enter date upon which such Investment Property becomes Collateral hereunder, into any agreement (other than the Indenture Documents) or undertaking restricting the right or ability of such Grantor or the Shared Collateral Agent to sell, assign or transfer any of the Investment Property required to be included in Collateral or Proceeds thereof.
(c) In the case of each Grantor which is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Investment Property required to be included in Collateral issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Shared Collateral Agent promptly in writing of the occurrence of any of the events described in Section 5.9(a4.6(a) with respect to the such Investment Property issued by it and (iii) the terms of Sections 7.3(c5.3(c) and 7.7 5.7 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.3(cSections 5.3(c) or 7.7 and 5.7 with respect to the such Investment Property issued by it.
(d) No Grantor shall permit any security interest in certificated Pledged Equity of any Issuer that is not a Subsidiary to be perfected by possession in favor of a Person other than the Collateral Agent and, subject to the terms of the Intercreditor Agreement, the Second-Lien Collateral Agent and any agent for the Third-Lien Creditors.
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Investment Property. (a) If such Grantor shall become entitled to receive or shall receive any stock certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Equity Interests Capital Stock of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, having a value in excess of $1,000,000 such Grantor shall accept the same as the agent of the Shared Collateral Agent for and the benefit of the applicable Shared Collateral other Secured Parties, hold the same in trust for the Shared Collateral Agent for and the benefit of the applicable Shared Collateral other Secured Parties and deliver the same forthwith to the Shared Collateral Agent in the exact form received, duly indorsed by such Grantor to the Shared Collateral Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Grantor and with, if the Shared Collateral Agent so requests, signature guaranteed, to be held by the Shared Collateral Agent, subject to the terms hereof, as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Secured Obligations. Any sums paid upon or in respect of the Investment Property upon the liquidation or dissolution of any Issuer shall be paid over to the Shared Collateral Agent to be held by it hereunder as additional collateral security for the (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Secured Obligations, and in case any distribution of capital shall be made on or in respect of the Investment Property or any property shall be distributed upon or with respect to the Investment Property pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Shared Collateral Agent, be delivered to the Shared Collateral Agent to be held by it hereunder as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Secured Obligations. If any sums of money or property so paid or distributed in respect of the Investment Property shall be received by such Grantor, such Grantor shall, until such money or property is paid or delivered to the Shared Collateral Agent, hold such money or property in trust for the Shared Collateral Agent for and the benefit of the applicable Shared Collateral other Secured Parties, segregated from other funds of such Grantor, as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Guarantor, the Secured Obligations.
(b) Without the prior written consent of the Shared Collateral Agent, such Grantor will not (i) vote to enable, or take any other action to permit, any Issuer to issue any Equity Interests stock or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any Equity Interests stock or other equity securities of any nature of any Issuer, except excluding any issuance (A) for fair value as determined by the Board of Directors of such Grantor and (B) pursuant to the extent permitted by each warrant issued on May 11, 2000 to Xxxxxx Brothers Holdings Inc. in respect of up to 5% of the Credit Agreements, the Intercreditor Agreement and this Agreementcommon stock of Conseco Finance, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option or waive any rights with respect to, the Investment Property or Proceeds thereof (except pursuant to a transaction expressly permitted by each the Loan Documents or pursuant to the warrant issued on May 11, 2000 to Xxxxxx Brothers Holdings Inc. in respect of up to 5% of the Credit Agreements, the Intercreditor Agreement and this Agreementcommon stock of Conseco Finance), (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement or any security interest securing additional indebtedness of Conseco or any of its Subsidiaries sharing equally and ratably in the Liens permitted Shared Collateral at the request of Conseco and consented to by each the Collateral Agent in accordance with Section 6.3 of the Credit Agreements, the Intercreditor Agreement and this Collateral Sharing Agreement or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Shared Collateral Agent to sell, assign or transfer any of the Investment Property or Proceeds thereof.
(c) In the case of each Grantor which is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Investment Property issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Shared Collateral Agent promptly in writing of the occurrence of any of the events described in Section 5.9(a4.4(a) with respect to the Investment Property issued by it and (iii) the terms of Sections 7.3(c5.1(c) and 7.7 5.5 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.3(c5.1(c) or 7.7 5.5 with respect to the Investment Property issued by it.
Appears in 1 contract
Samples: Guaranty (Conseco Inc)
Investment Property. (a) If such Grantor shall become entitled to receive or shall receive any certificate (including, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Equity Interests Capital Stock of any IssuerIssuer included in the Collateral, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, having a value in excess of $1,000,000 such Grantor shall accept the same as the agent of the Shared Collateral Agent for and the benefit of the applicable Shared Collateral other Secured Parties, hold the same in trust for the Shared Collateral Agent for and the benefit of the applicable Shared Collateral other Secured Parties and deliver the same forthwith within thirty (30) days (or such longer period as agreed by the Collateral Agent) to the Shared Collateral Agent in the exact form received, duly indorsed by such Grantor to the Shared Collateral Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Grantor and with, if the Shared Collateral Agent so requests, signature guaranteed, to be held by the Shared Collateral Agent, subject to the terms hereof, as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations. Any sums paid upon or in ; provided that with respect of the Investment Property upon the liquidation or dissolution of any Issuer shall be paid over to the Shared Pledged Stock, such Grantor shall not be required to deliver such certificate to the Collateral Agent to the extent and for so long as such Capital Stock is not required by the Collateral Agent to be held by it pledged or delivered hereunder as additional collateral security for the (xpursuant to Sections 6.9(b) in the case or 6.9(c) of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations, and in case any distribution of capital shall be made on or in respect of the Investment Property or any property shall be distributed upon or with respect to the Investment Property pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Shared Collateral Agent, be delivered to the Shared Collateral Agent to be held by it hereunder as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations. If any sums of money or property so paid or distributed in respect of the Investment Property shall be received by such Grantor, such Grantor shall, until such money or property is paid or delivered to the Shared Collateral Agent, hold such money or property in trust for the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties, segregated from other funds of such Grantor, as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Guarantor, the ObligationsCredit Agreement.
(b) Without the prior written consent of the Shared Collateral Agent, such Grantor will not (i) vote to enable, or take any other action to permit, any Issuer to issue any Equity Interests of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any Equity Interests of any nature of any Issuer, except to the extent permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Investment Property or Proceeds thereof (except pursuant to a transaction permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement), (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement and the Liens permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Shared Collateral Agent to sell, assign or transfer any of the Investment Property or Proceeds thereof.
(c) In the case of each Grantor which is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Investment Property Capital Stock issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Shared Collateral Agent promptly in writing of the occurrence of any of the events described in Section 5.9(a4.5(a) with respect to the Investment Property Capital Stock issued by it and (iii) the terms of Sections 7.3(c) and 7.7 Section 5.7 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.3(c) or 7.7 5.7 with respect to the Investment Property Capital Stock issued by it.
Appears in 1 contract
Investment Property. (a) If such Grantor shall become entitled to receive or shall receive any stock or other ownership certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Capital Stock or other Pledged Equity Interests Interest of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of or other ownership interests in the Pledged StockSecurities, or otherwise in respect thereof, having a value in excess of $1,000,000 such Grantor shall accept the same as the agent of the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties, hold the same in trust for the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties and deliver the same forthwith to the Shared Collateral Administrative Agent in the exact form received, duly indorsed endorsed by such Grantor to the Shared Collateral Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Grantor and with, if the Shared Collateral Agent so requests, signature guaranteed, to be held by the Shared Collateral Administrative Agent, subject to the terms hereof, as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations. Any sums paid upon or in respect of the Investment Property Pledged Securities upon the liquidation or dissolution of any Issuer shall be paid over to the Shared Collateral Administrative Agent to be held by it hereunder as additional collateral security for the (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations, and in case any distribution of capital shall be made on or in respect of the Investment Property Pledged Securities or any property shall be distributed upon or with respect to the Investment Property Pledged Securities pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Shared Collateral Administrative Agent, be delivered to the Shared Collateral Administrative Agent to be held by it hereunder as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations. If any sums of money or property so paid or distributed in respect of the Investment Property Pledged Securities shall be received by such Grantor, such Grantor shall, until such money or property is paid or delivered to the Shared Collateral Administrative Agent, hold such money or property in trust for the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties, segregated from other funds of such Grantor, as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Guarantor, the Obligations.
(b) Without the prior written consent of the Shared Collateral Administrative Agent, such Grantor will not (i) vote to enable, or take any other action to permit, any Issuer to issue any Equity Interests stock, partnership interests, limited liability company interests or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any Equity Interests stock, partnership interests, limited liability company interests or other equity securities of any nature of any Issuer, except to the extent permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, any of the Investment Property or Proceeds thereof or any interest therein (except except, in each case, pursuant to a transaction expressly permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement), (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement and the Liens permitted by each of the Credit AgreementsAgreement, the Intercreditor Agreement and this Agreement or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Shared Collateral Administrative Agent to sell, assign or transfer any of the Investment Property or Proceeds thereofthereof or any interest therein or (v) without (a) the prior written notice to the Administrative Agent and (b) such Grantor taking all steps necessary or advisable to establish the Administrative Agent’s “control” thereof cause or permit any Issuer of any Pledged Partnership Interests or Pledged LLC Interests which are not securities (for purposes of the UCC) on the date hereof to elect or otherwise take any action to cause such Pledged Partnership Interests or Pledged LLC Interests to be treated as securities for purposes of the UCC.
(c) In the case of each Grantor which is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Investment Property Pledged Securities issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Shared Collateral Administrative Agent promptly in writing of the occurrence of any of the events described in Section 5.9(a5.8(a) with respect to the Investment Property Pledged Securities issued by it and (iii) the terms of Sections 7.3(c6.3(c) and 7.7 6.7 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.3(c6.3(c) or 7.7 6.7 with respect to the Investment Property Pledged Securities issued by it. In addition, each Grantor which is either an Issuer or an owner of any Pledged Security hereby consents to the grant by each other Grantor of the security interest hereunder in favor of the Administrative Agent and to the transfer of any Pledged Security to the Administrative Agent or its nominee upon the occurrence or during the continuation of an Event of Default and to the substitution of the Administrative Agent or its nominee as a partner, member or shareholder of the Issuer of the related Pledged Security. The Administrative Agent agrees to notify any Grantor before transferring the Pledged Securities pledged by such Grantor into the name of the Administrative Agent pursuant to this section.
Appears in 1 contract
Investment Property. (a) If such Grantor shall become entitled to receive or shall receive any stock certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Equity Interests Capital Stock of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, having a value in excess of $1,000,000 such Grantor shall accept the same as the agent of the Shared Collateral Agent for and the benefit of the applicable Shared Collateral Secured Parties, hold the same in trust for the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties and deliver the same forthwith to the Shared Collateral Agent in the exact form received, duly indorsed by such Grantor to the Shared Collateral Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Grantor and with, if the Shared Collateral Agent so requests, signature guaranteed, to be held by the Shared Collateral Agent, subject to the terms hereof, as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations. Any sums paid upon or in respect of the Investment Property upon the liquidation or dissolution of any Issuer shall be paid over to the Shared Collateral Agent to be held by it hereunder as additional collateral security for the (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations, and in case any distribution of capital shall be made on or in respect of the Investment Property or any property shall be distributed upon or with respect to the Investment Property pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Shared Collateral Agent, be delivered to the Shared Collateral Agent to be held by it hereunder as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations. If any sums of money or property so paid or distributed in respect of the Investment Property shall be received by such Grantor, such Grantor shall, until such money or property is paid or delivered to the Shared Collateral Agent, hold such 192 money or property in trust for the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties, segregated from other funds of such Grantor, as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Guarantor, the Obligations.
(b) Without the prior written consent of the Shared Collateral Agent, such Grantor will not (i) vote to enable, or take any other action to permit, any Issuer to issue any Equity Interests of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any Equity Interests of any nature of any Issuer, except to the extent permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Investment Property or Proceeds thereof (except pursuant to a transaction permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement), (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement and the Liens permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Shared Collateral Agent to sell, assign or transfer any of the Investment Property or Proceeds thereof.
(c) In the case of each Grantor which is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Investment Property issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Shared Collateral Agent promptly in writing of the occurrence of any of the events described in Section 5.9(a5.7(a) with respect to the Investment Property issued by it and (iii) the terms of Sections 7.3(c6.3(c) and 7.7 6.7 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.3(c6.3(c) or 7.7 6.7 with respect to the Investment Property issued by it.
Appears in 1 contract
Investment Property. (a) If such Grantor shall become entitled to receive or shall receive any stock or other ownership certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Equity Interests Capital Stock of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of or other ownership interests in the Pledged Stock, or otherwise in respect thereof, having a value in excess of $1,000,000 such Grantor shall accept the same as the agent of the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties, hold the same in trust for the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties and deliver the same forthwith to the Shared Collateral Agent in the exact form received, duly indorsed endorsed by such Grantor to the Shared Collateral Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Grantor and with, if the Shared Collateral Agent so requests, signature guaranteed, to be held by the Shared Collateral Agent, subject to the terms hereof, as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations. Any sums paid upon or in respect of the Investment Property upon the liquidation or dissolution of any Issuer shall be paid over to the Shared Collateral Agent to be held by it hereunder as additional collateral security for the (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations, and in case any distribution of capital shall be made on or in respect of the Investment Property or any property shall be distributed upon or with respect to the Investment Property pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Shared Collateral Agent, be delivered to the Shared Collateral Agent to be held by it hereunder as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations. If any sums of money or property so paid or distributed in respect of the Investment Property shall be received by such Grantor, such Grantor shall, until such money or property is paid or delivered to the Shared Collateral Agent, hold such money or property in trust for the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties, segregated from other funds of such Grantor, as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Guarantor, the Obligations.
(b) Without the prior written consent of the Shared Collateral Agent, such Each Grantor will not (i) vote to enable, or take any other action to permit, any Issuer to issue any Equity Interests of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any Equity Interests of any nature of any Issuer, except to the extent permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Investment Property or Proceeds thereof (except pursuant to a transaction permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement), (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement and the Liens permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Shared Collateral Agent to sell, assign or transfer any of the Investment Property or Proceeds thereof.
(c) In the case of each Grantor which is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Investment Property Pledged Securities issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Shared Collateral Agent promptly in writing of the occurrence of any of the events described in Section 5.9(a) with respect to the Investment Property issued by it and (iiiii) the terms of Sections 7.3(c5.3(c) and 7.7 5.7 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.3(c5.3(c) or 7.7 5.7 with respect to the Investment Property Pledged Securities issued by it. In addition, each Grantor hereby consents to the grant by each other Grantor of the security interest hereunder in favor of the Collateral Agent and to the transfer of any Pledged Security to the Collateral Agent or its nominee following an Event of Default and to the substitution of the Collateral Agent or its nominee as a partner, member or shareholder of the Issuer of the related Pledged Security.
Appears in 1 contract
Investment Property. (a) If such Grantor shall become entitled to receive or shall receive any stock or other ownership certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), or option or rights in respect of the Collateral consisting of capital stock or other Pledged Equity Interests Interest of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of or other ownership interests in Collateral consisting of the Pledged StockEquity Interests, or otherwise in respect thereof, having a value in excess of $1,000,000 each case, solely to the extent constituting Collateral, such Grantor shall shall, subject to the Collateral and Guarantee Requirement, accept the same as the agent of the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties, hold the same in trust on behalf of and for the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties and deliver the same forthwith to the Shared First Lien Collateral Agent in the exact form received, duly indorsed endorsed by such Grantor to the Shared First Lien Collateral Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Grantor and with, if the Shared First Lien Collateral Agent so requests, signature guaranteed, to be held by the Shared First Lien Collateral Agent, subject to the terms hereof, as additional collateral security for (x) the Secured Obligations. If an Event of Default shall have occurred and be continuing for which notice has been given by the Administrative Agent to the Grantors; provided no such notice shall be required in the case of the Dex Shared Grantorsany bankruptcy or insolvency of any Grantor, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations. Any any sums paid upon or in respect of the Investment Property Pledged Equity Interests upon the liquidation or dissolution of any Issuer shall be paid over to the Shared First Lien Collateral Agent to be held by it hereunder as additional collateral security for the (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Secured Obligations, and in case any distribution of capital shall be made on or in respect of the Investment Property Pledged Equity Interests or any property shall be distributed upon or with respect to the Investment Property Pledged Equity Interests pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Shared First Lien Collateral Agent, be delivered to the Shared First Lien Collateral Agent to be held by it hereunder as additional collateral security for (x) the Secured Obligations. If an Event of Default shall have occurred and be continuing for which notice has been given by the Administrative Agent to the Grantors; provided no such notice shall be required in the case of the Dex Shared Grantorsany bankruptcy or insolvency of any Grantor, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations. If any sums of money or property so paid or distributed in respect of the Investment Property Pledged Equity Interests shall be received by such Grantor, such Grantor shall, until such money or property is paid or delivered to the Shared First Lien Collateral Agent, hold such money or property in trust on behalf of and for the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties, segregated from other funds of such Grantor, as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Guarantor, the Secured Obligations.
(b) Without the prior written consent of the Shared First Lien Collateral Agent, unless otherwise permitted by the Credit Agreement, such Grantor will not (i) vote to enable, or take any other action to permit, any Issuer to issue amend its Organizational Documents in any manner that materially changes the rights of such Grantor with respect to any Pledged Equity Interests of any nature or to issue any other securities convertible into materially and adversely affects the validity, perfection or granting the right to purchase or exchange for any Equity Interests of any nature of any Issuer, except to the extent permitted by each priority of the Credit Agreements, the Intercreditor Agreement and this AgreementFirst Lien Collateral Agent’s security interest therein, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Investment Property or Proceeds thereof (except pursuant to a transaction permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement), (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement and the Liens permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement or (iv) enter into any agreement or undertaking materially and adversely restricting the right or ability of such Grantor or the Shared First Lien Collateral Agent to sell, assign or transfer any of the Investment Property or Proceeds thereof or any interest therein or (iii) cause or permit any Issuer of any Pledged Partnership Interests or Pledged LLC Interests which are not securities (for purposes of the UCC) as of the Closing Date to elect or otherwise take any action to cause such Pledged Partnership Interests or Pledged LLC Interests to be treated as securities for purposes of the UCC; provided, however, that notwithstanding the foregoing, if any issuer of any Pledged Partnership Interests or Pledged LLC Interests takes any such action in violation of the foregoing in this clause (b), such Grantor shall promptly notify the First Lien Collateral Agent in writing of any such election or action and, in such event, following the reasonable request of the First Lien Collateral Agent shall take such commercially reasonable steps necessary to establish the First Lien Collateral Agent’s “control” thereof.
(c) In the case of each Each Grantor which is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Investment Property Collateral consisting of Pledged Equity Interests issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Shared First Lien Collateral Agent promptly in writing of the occurrence of any of the events described in Section 5.9(a4.6(a) with respect to the Investment Property Pledged Equity Interests issued by it and (iii) the terms of Sections 7.3(cSection 4.7(c) and 7.7 shall apply to it, mutatis mutandis, with respect to all such actions that may be required of it pursuant to Section 7.3(c4.7(c) or 7.7 with respect to the Investment Property Pledged Equity Interests issued by it. In addition, each Grantor which is either an Issuer or an owner of any Collateral consisting of Pledged Equity Interests hereby consents, to the grant by each other Grantor of the security interest hereunder in favor of the First Lien Collateral Agent and to the transfer of any Collateral consisting of Pledged Equity Interests to the First Lien Collateral Agent or its nominee following the occurrence and continuance of an Event of Default and to the substitution of the First Lien Collateral Agent or its nominee as a partner, member or shareholder or other equity holder of the Issuer of the related Pledged Equity Interest.
Appears in 1 contract
Samples: First Lien Collateral Agreement (Centric Brands Inc.)
Investment Property. (a) If any of the Collateral shall be or become evidenced or represented by an uncertificated security, such Grantor shall cause the Issuer thereof either (i) to register the Agent as the registered owner of such uncertificated security, upon original issue or registration of transfer or (ii) to agree in writing with such Grantor and the Agent that such Issuer will comply with instructions with respect to such uncertificated security originated by the Agent without further consent of such Grantor, such agreement to be in substantially the form of Exhibit F or such other form as the Agent shall approve.
(b) If any of the Collateral shall be or become evidenced or represented by a security entitlement, such Grantor shall cause the securities intermediary with respect to such security entitlement either (i) to identify in its records the Agent as having such security entitlement against such securities intermediary or (ii) to agree in writing 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 substantially the form of Exhibit G or such other form as the Agent shall approve.
(c) If any of the Collateral shall be or become evidenced or represented by a commodity contract, such 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 Agent without further consent of such Grantor, such agreement to be in substantially the form of Exhibit H or such other form as the Agent shall approve.
(d) If any of the Collateral shall be or become evidenced or represented by or held in a securities account or a commodity account, such Grantor shall, in the case of a securities account, comply with subsection (b) of this Section 7.08 with respect to all security entitlements carried in such securities account and, in the case of a commodity account, comply with subsection (c) of this Section 7.08 with respect to all commodity contracts carried in such commodity account.
(e) If such Grantor shall become entitled to receive or shall receive any stock or other ownership certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Equity Interests capital stock or other equity interests of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of or other ownership interests in the Pledged Stock, or otherwise in respect thereof, having a value in excess of $1,000,000 such Grantor shall accept the same as the agent of the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties, hold the same in trust for the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties and deliver the same forthwith to the Shared Collateral Agent in the exact form received, duly indorsed endorsed by such Grantor to the Shared Collateral Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Grantor and with, if the Shared Collateral Agent so requests, signature guaranteed, to be held by the Shared Collateral Agent, subject to the terms hereof, as additional collateral security for the Secured Obligations.
(xf) Subject to Section 7.08(h) hereof, such Grantor shall be entitled:
(i) to exercise, as it shall think fit, but in a manner not inconsistent with the terms hereof and the Credit Agreement, the voting power with respect to the Pledged Stock of such Grantor, and for that purpose the Agent shall (if any Pledged Stock shall be registered in the case name of the Dex Shared GrantorsAgent or its nominee) execute or cause to be executed from time to time, at the Dex Borrower Obligationsexpense of such Grantor, such proxies or other instruments in favor of such Grantor or its nominee, in such form and for such purposes as shall be reasonably required by such Grantor and shall be specified in a written request therefor, to enable it to exercise such voting power with respect to the Pledged Stock; and
(ii) except as otherwise provided in paragraphs (g) and (yh) of this Section 7.08, to receive and retain for its own account any and all payments made in the case respect of the Universal Shared Grantors, Pledged Securities to the Obligations. extent such are permitted pursuant to the terms of the Credit Agreement.
(g) Any sums paid upon or in respect of the Investment Property Pledged Securities upon the liquidation or dissolution of any Issuer shall be paid over to the Shared Collateral Agent to be held by it hereunder as additional collateral security for the (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Secured Obligations, and in case any distribution of capital shall be made on or in respect of the Investment Property Pledged Securities or any property shall be distributed upon or with respect to the Investment Property Pledged Securities pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Shared Collateral Agent, be delivered to the Shared Collateral Agent to be held by it hereunder as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Secured Obligations. If any sums of money or property so paid or distributed in respect of the Investment Property Pledged Securities shall be received by such Grantor, such Grantor shall, until such money or property is paid or delivered to the Shared Collateral Agent, hold such money or property in trust for the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties, segregated from other funds of such Grantor, as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Guarantor, the Secured Obligations.
(bh) Upon the occurrence and during the continuance of any Event of Default, all rights of such Grantor to exercise or refrain from exercising the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to Section 7.08(f)(i) hereof and to receive the payments pursuant to Section 7.08(f)(ii) hereof shall cease, and thereupon the Agent shall be entitled to exercise all voting power with respect to the Pledged Securities and to receive and retain, as additional collateral hereunder, any and all such payments any time declared or paid upon any of the Pledged Securities during such an Event of Default and otherwise to act with respect to the Pledged Securities as outright owner thereof.
(i) At any time and from time to time with respect to Pledged Securities other than Pledged Stock the Borrower or a Subsidiary of the Borrower and at any time and from time to time during the continuance of an Event of Default with respect to Pledged Stock of a Subsidiary of the Borrower, the Agent may cause all or any of the Pledged Securities to be transferred to or registered in its name or the name of its nominee or nominees.
(j) Without the prior written consent of the Shared Collateral Agent, such Grantor will not (i) vote to enable, or take any other action to permit, any Issuer to issue any Equity Interests of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any Equity Interests of any nature of any Issuer, except to the extent permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, any of the Investment Property or Proceeds thereof or any interest therein (except pursuant to a transaction permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement), (iiiii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests Security Interests created by this Agreement and the except for non-consensual Liens permitted by each of the Credit AgreementsAgreement, the Intercreditor Agreement and this Agreement or (iviii) enter into any agreement or undertaking expressly restricting the right or ability foreclosure of such Grantor or the Shared Collateral Agent to sell, assign or transfer Agent’s Security Interest in any of the Investment Property or Proceeds thereofthereof or any interest therein.
(ck) In the case of each Grantor which is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Investment Property Pledged Securities issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Shared Collateral Agent promptly in writing of the occurrence of any of the events described in Section 5.9(a7.08(e) or Section 7.08(g) with respect to the Investment Property Pledged Securities issued by it and (iii) the terms of Sections 7.3(cSection 13.04(c) and 7.7 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.3(c) or 7.7 with respect to the Investment Property Pledged Securities issued by it. Each Grantor which is an Issuer consents to the grant of a Security Interest in capital stock or other equity interests of such Issuer the exercise of rights by the Agent in respect of such capital stock or other equity interests, including (to the extent permitted hereunder) the foreclosure thereon and the Agent, its nominee or transferee becoming a partner or member of any such Issuer that is a partnership or limited liability company.
Appears in 1 contract
Investment Property. (a) If such Grantor shall become entitled to receive or shall receive any stock or other ownership certificate (including, without limitation, including any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Equity Interests Capital Stock of any IssuerIssuer of Pledged Stock to which the security interest hereunder has attached, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the or other ownership interests in such Pledged Stock, or otherwise in respect thereof, having a value in excess of $1,000,000 such Grantor shall accept the same as the agent of the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties, hold the same in trust for the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties and deliver the same forthwith to the Shared Collateral Administrative Agent in the exact form received, duly indorsed endorsed by such Grantor to the Shared Collateral Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Grantor and with, if the Shared Collateral Administrative Agent so requests, signature guaranteedguarantied, to be held by the Shared Collateral Administrative Agent, subject to the terms hereof, as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations. Any .
(b) Upon the occurrence and during the continuance of a Default or Event of Default, any sums paid upon on or in respect of the Investment Property Pledged Securities upon the liquidation or dissolution of any Issuer shall be paid over to the Shared Collateral Administrative Agent to be held by it hereunder as additional collateral security for the (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations, and in case if any distribution of capital shall be made on or in respect of the Investment Property Pledged Securities, or any property shall be distributed upon on or with respect to the Investment Property Pledged Securities pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Shared Collateral Administrative Agent, be delivered to the Shared Collateral Administrative Agent to be held by it hereunder as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations. If Upon the occurrence and during the continuance of a Default or Event of Default, if any sums of money or property so paid or distributed in respect of the Investment Property Pledged Securities shall be received by such Grantor, such Grantor shall, until such money or property is paid or delivered to the Shared Collateral Administrative Agent, hold such money or property in trust for the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties, segregated from other funds of such Grantor, as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Guarantor, the Obligations.
(bc) Without the prior written consent of the Shared Collateral Administrative Agent, such Grantor will not (i) vote to enable, or take any other action to permit, any Issuer to issue any Equity Interests stock or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any Equity Interests stock or other equity securities of any nature of any Issuer, except to the extent permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, any of the Investment Property or Proceeds thereof or any interest therein (except in connection with the disposition of Securities Entitlements held from time to time as Cash Equivalents or otherwise pursuant to a transaction permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement), (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement and the Liens permitted by each of the Credit Agreementsor any other Permitted Lien, the Intercreditor Agreement and this Agreement or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Shared Collateral Administrative Agent to sell, assign or transfer any of the Investment Property or Proceeds thereofthereof included in the Collateral or any interest therein.
(cd) In the case of each Grantor which that is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Investment Property Pledged Securities issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Shared Collateral Administrative Agent promptly in writing of the occurrence of any of the events described in Section 5.9(a5.6(a) with respect to the Investment Property Pledged Securities issued by it it, and (iii) the terms of Sections 7.3(c6.2(c) and 7.7 6.6 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.3(c) or 7.7 such Sections with respect to the Investment Property Pledged Securities issued by it.
Appears in 1 contract
Samples: Guaranty and Collateral Agreement (Regal Entertainment Group)
Investment Property. (a) If such Grantor shall become entitled to receive or shall receive any certificate (including, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights ) in respect of the Equity Interests Capital Stock of any IssuerIssuer that is a Subsidiary of a Grantor, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, having a value in excess of $1,000,000 such Grantor shall accept the same as the agent of the Shared Collateral Administrative Agent for and the benefit of the applicable Shared Collateral Secured PartiesLenders, hold the same in trust for the Shared Collateral Administrative Agent for and the benefit of the applicable Shared Collateral Secured Parties Lenders and deliver the same forthwith to the Shared Collateral Administrative Agent in the exact form received, duly indorsed endorsed by such Grantor to the Shared Collateral Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Grantor and with, if the Shared Collateral Administrative Agent so reasonably requests, signature guaranteed, to be held by the Shared Collateral Administrative Agent, subject to the terms hereof, as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations. Any After the occurrence and during the continuation of an Event of Default, any sums paid upon or in respect of the Investment Property upon the liquidation or dissolution of any Issuer shall be paid over to the Shared Collateral Administrative Agent to be held by it hereunder as additional collateral security for the (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations, and in case any distribution of capital shall be made on or in respect of the Investment Property Property, or any property shall be distributed upon or with respect to the Investment Property pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Shared Collateral Administrative Agent, be delivered to the Shared Collateral Administrative Agent to be held by it hereunder as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations. If any sums of money or property so paid or distributed in respect of the Investment Property shall be received by such Grantor, such Grantor shall, until such money or property is paid or delivered to the Shared Collateral Administrative Agent, hold such money or property in trust for the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured PartiesLenders, segregated from other funds of such Grantor, as additional collateral security for the Obligations. Notwithstanding the foregoing, the Grantors shall not be required to pay over to the Administrative Agent or deliver to the Administrative Agent as Collateral (xA) any proceeds of any liquidation or dissolution of any Issuer, or any distribution of capital or property in respect of any Investment Property, to the case extent that (i) such liquidation, dissolution or distribution, if treated as a Disposition of the Dex Shared Grantorsrelevant Issuer, would be permitted by the Dex Borrower Obligations, Credit Agreement and (yii) in the case proceeds thereof are applied toward prepayment of Loans and reduction of Commitments to the Universal Shared Guarantor, extent required by the ObligationsCredit Agreement or (B) distributions permitted under the Credit Agreement.
(b) Without the prior written consent of the Shared Collateral Administrative Agent, such Grantor will not (i) vote to enable, or take any other action to permit, any Issuer to issue any Equity Interests stock or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any Equity Interests stock or other equity securities of any nature of any Issuer, except unless such securities that are issued to such Grantor are delivered to the extent permitted Administrative Agent, concurrently with the issuance thereof, to be held by each of the Credit Agreements, the Intercreditor Agreement and this AgreementAdministrative Agent as Collateral, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Investment Property Pledged Stock or Proceeds thereof (except pursuant to a transaction expressly permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement), (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property Pledged Stock or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement and the Liens permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Shared Collateral Administrative Agent to sell, assign or transfer any of the Investment Property Pledged Securities or Proceeds thereof.
(c) In the case of each Grantor which is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Investment Property Pledged Securities issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Shared Collateral Administrative Agent promptly in writing of the occurrence of any of the events described in Section 5.9(a5.7(a) with respect to the Investment Property Pledged Securities issued by it and (iii) the terms of Sections 7.3(c6.3(c) and 7.7 6.7 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.3(c6.3(c) or 7.7 6.7 with respect to the Investment Property Pledged Securities issued by it.
(d) Each Issuer that is a partnership or a limited liability company (i) confirms that none of the terms of any equity interest issued by it provides that such equity interest is a "security" within the meaning of Sections 8-102 and 8-103 of the New York UCC (a "Security"), (ii) agrees that it will take no action to cause or permit any such equity interest to become a Security, (iii) agrees that it will not issue any certificate representing any such equity interest and (iv) agrees that if, notwithstanding the foregoing, any such equity interest shall be or become a Security, such Issuer will (and the Grantor that holds such equity interest hereby instructs such Issuer to) comply with instructions originated by the Administrative Agent without further consent by such Grantor.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Clearwire Corp)
Investment Property. (a) If such Unless an Event of Default shall have occurred and be continuing and the Collateral Agent shall have given notice to the relevant Grantor of the Collateral Agent’s intent to exercise its corresponding rights pursuant to Section 6.3(b), each Grantor shall become entitled be permitted to receive or shall receive any certificate (including, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights all cash dividends and distributions paid in respect of the Pledged Equity Interests of any Issuer, whether and all payments made in addition to, in substitution of, as a conversion of, or in exchange for, any shares respect of the Pledged StockNotes, to the extent permitted in the Indenture, and to exercise all voting and other rights with respect to the Investment Property; provided, that no vote shall be cast or otherwise other right exercised or action taken which could impair the Collateral or which would be inconsistent with or result in respect thereof, having a value in excess any violation of $1,000,000 such Grantor shall accept the same as the agent any provision of the Shared Notes Documents or any other Related Agreement.
(b) If a Default shall occur and be continuing and the Collateral Agent for the benefit shall give notice of the applicable Shared Collateral Secured Parties, hold the same in trust for the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties and deliver the same forthwith its intent to exercise such rights to the Shared Collateral Agent in the exact form received, duly indorsed by such relevant Grantor to the Shared Collateral Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Grantor and with, if the Shared Collateral Agent so requests, signature guaranteed, to be held by the Shared Collateral Agentor Grantors, subject to the terms hereof, as additional collateral security for (x) in the case of the Dex Shared GrantorsIntercreditor Agreement (i) the Collateral Agent shall have the right to receive any and all cash dividends and distributions, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations. Any sums payments or other Proceeds paid upon or in respect of the Investment Property upon and make application thereof to the liquidation Notes Obligations in accordance with Section 6.5 hereof, and (ii) any or dissolution all of any Issuer the Investment Property shall be paid over to registered in the Shared name of the Collateral Agent to be held by it hereunder as additional collateral security for or its nominee, and the Collateral Agent or its nominee may thereafter exercise (x) in the case all voting and other rights pertaining to such Investment Property at any meeting of holders of the Dex Shared Grantors, equity interests of the Dex Borrower Obligations, relevant Issuer or Issuers or otherwise and (y) in any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Investment Property as if it were the case of absolute owner thereof (including the Universal Shared Grantors, the Obligations, right to exchange at its discretion any and in case any distribution of capital shall be made on or in respect all of the Investment Property upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other structure of any Issuer, or upon the exercise by any Grantor or the Collateral Agent of any right, privilege or option pertaining to such Investment Property, and in connection therewith, the right to deposit and deliver any and all of the Investment Property with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Agent may determine), all without liability except to account for property actually received by it, but the 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.
(c) Subject to the terms of the Intercreditor Agreement, each Grantor hereby authorizes and instructs each Issuer of any Investment Property pledged by such Grantor hereunder over which it has control or the ability to influence to (i) comply with any instruction received by it from the Collateral Agent in writing that (x) states that a Default has occurred and is continuing and (y) 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 Issuer shall be distributed upon fully protected in so complying and (ii) unless otherwise expressly permitted hereby, pay any dividends, distributions or other payments with respect to the Investment Property pursuant directly to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Shared Collateral Agent, be delivered to the Shared Collateral Agent to be held by it hereunder as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations. If any sums of money or property so paid or distributed in respect of the Investment Property shall be received by such Grantor, such Grantor shall, until such money or property is paid or delivered to the Shared Collateral Agent, hold such money or property in trust for the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties, segregated from other funds of such Grantor, as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Guarantor, the Obligations.
(b) Without the prior written consent of the Shared Collateral Agent, such Grantor will not (i) vote to enable, or take any other action to permit, any Issuer to issue any Equity Interests of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any Equity Interests of any nature of any Issuer, except to the extent permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Investment Property or Proceeds thereof (except pursuant to a transaction permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement), (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement and the Liens permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Shared Collateral Agent to sell, assign or transfer any of the Investment Property or Proceeds thereof.
(c) In the case of each Grantor which is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Investment Property issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Shared Collateral Agent promptly in writing of the occurrence of any of the events described in Section 5.9(a) with respect to the Investment Property issued by it and (iii) the terms of Sections 7.3(c) and 7.7 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.3(c) or 7.7 with respect to the Investment Property issued by it.
Appears in 1 contract
Samples: Second Lien Collateral Agreement (MxEnergy Holdings Inc)
Investment Property. (a) If such Grantor Loan Party shall become entitled to receive or shall receive after the date hereof any certificate (including, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Equity Interests Capital Stock of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, having a value in excess of $1,000,000 such Grantor Loan Party shall accept the same as the agent of the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured PartiesAgent, hold the same in trust for the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties and deliver the same forthwith to the Shared Collateral Agent in the exact form received, duly indorsed by such Grantor Loan Party to the Shared Collateral Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Grantor Loan Party and with, if the Shared Collateral Agent so requests, signature guaranteed, to be held by the Shared Collateral Agent, subject to the terms hereof, as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations. Any sums paid upon or in respect of the Investment Property upon the liquidation or dissolution of any Issuer shall be paid over to the Shared Collateral Agent to be held by it hereunder as additional collateral security for the (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations, and in case any distribution of capital shall be made on or in respect of the Investment Property or any property shall be distributed upon or with respect to the Investment Property pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Shared Collateral Agent, be delivered to the Shared Collateral Agent to be held by it hereunder as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations. If any sums of money or property so paid or distributed in respect of the Investment Property shall be received by such GrantorLoan Party, such Grantor Loan Party shall, until such money or property is paid or delivered to the Shared Collateral Agent, hold such money or property in trust for the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured PartiesAgent, segregated from other funds of such GrantorLoan Party, as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Guarantor, the Obligations.
(b) Without the prior written consent of the Shared Collateral AgentAgent acting at the direction of the Required Lenders, such Grantor Loan Party will not (i) vote to enable, or take any other action to permit, any Issuer to issue any Equity Interests Capital Stock of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any Equity Interests Capital Stock of any nature of any Issuer, Issuer (except pursuant to the extent a transaction permitted by each of the Credit Agreements, Agreement or the Intercreditor Agreement and this AgreementConvertible Note Documents), (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Investment Property or Proceeds thereof (except pursuant to a transaction permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement), (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement and the Liens or permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement or (iv) enter into any agreement or undertaking restricting the right or ability of such Grantor Loan Party or the Shared Collateral Agent to sell, assign or transfer any of the Investment Property or Proceeds thereofthereof except as permitted by the Credit Agreement.
(c) In the case of each Grantor Loan Party which is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Investment Property issued by it and will comply with such terms insofar as such terms are applicable to it.
(d) In the case of each Loan Party which holds Pledged Notes that have not been delivered into the possession of the Agent, (ii) such Loan Party agrees that it will notify not sell, transfer or otherwise dispose of such Pledged Notes to any other party other than another Loan Party under the Shared Collateral Agent promptly Loan Documents, except for any sale, transfer or disposition in writing of the occurrence of any of the events described in accordance with Section 5.9(a) with respect to the Investment Property issued by it and (iii) the terms of Sections 7.3(c) and 7.7 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.3(c) or 7.7 with respect to the Investment Property issued by it6.15.
Appears in 1 contract
Samples: Credit Agreement (Cadiz Inc)
Investment Property. (a) If such Grantor shall become entitled to receive or shall receive any certificate (including, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Equity Interests Capital Stock of any IssuerIssuer of Pledged Stock, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, having a value in excess of $1,000,000 such Grantor shall shall, to the extent applicable and within the time period required under Section 4.1, accept the same as the agent of the Shared Collateral Agent for Trustee and the benefit of the applicable Shared Collateral Secured Parties, hold the same in trust for the Shared Collateral Agent for Trustee and the benefit of the applicable Shared Collateral Secured Parties and deliver the same forthwith promptly to the Shared Collateral Agent Trustee in the exact form received, duly indorsed by such Grantor to the Shared Collateral AgentTrustee, if required, together with an undated stock power covering such certificate duly executed in blank by such Grantor and with, if the Shared Collateral Agent Trustee so requests, signature guaranteed, to be held by the Shared Collateral AgentTrustee, subject to the terms hereof, as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations. Any sums paid upon or in respect of the Investment Property pledged hereunder upon the liquidation or dissolution of any Issuer shall be paid over to the Shared Collateral Agent Trustee to be held by it hereunder as additional collateral security for the (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations, and in case any distribution of capital shall be made on or in respect of the such Investment Property Property, or any property shall be distributed upon or with respect to the such Investment Property pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Shared Collateral AgentTrustee, be delivered to the Shared Collateral Agent Trustee promptly to be held by it hereunder as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations. If any sums of money or property so paid or distributed in respect of the such Investment Property shall be received by such Grantor, subject to the terms of the Collateral Trust Agreement, such Grantor shall, until such money or property is paid or delivered to the Shared Collateral AgentTrustee, hold such money or property in trust for the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties, segregated from other funds of such Grantor, as additional collateral security for (x) in the case Obligations. Notwithstanding any of the Dex Shared Grantorsforegoing, the Dex Borrower ObligationsGrantors shall not be required to hold in trust for the Collateral Trustee, pay over to the Collateral Trustee or deliver to the Collateral Trustee as Collateral any proceeds of any liquidation or dissolution of any Issuer, or any distribution of capital or property in respect of any Investment Property, to the extent that (i) such liquidation, dissolution or distribution would be permitted by the Indenture and (yii) in the case proceeds thereof are applied toward prepayment of the Universal Shared Guarantor, U.S. Notes to the Obligationsextent required by Indenture.
(b) Without the prior written consent of the Shared Collateral AgentTrustee, such Grantor will not (i) except as otherwise permitted by the Indenture, vote to enable, or take any other action to permit, any Issuer to issue any Equity Interests stock or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any Equity Interests stock or other equity securities of any nature of any Issuer, except unless such securities are delivered to the extent permitted Collateral Trustee, concurrently with the issuance thereof, to be held by each of the Credit Agreements, the Intercreditor Agreement and this AgreementCollateral Trustee as Collateral, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Investment Property pledged hereunder or Proceeds thereof (except pursuant to a transaction permitted by each of the Credit Agreements, the Intercreditor Agreement and this AgreementIndenture), (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the such Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement and the Permitted Liens permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement or (iv) except as otherwise permitted by the Indenture, enter into any agreement or undertaking restricting the right or ability of such Grantor or the Shared Collateral Agent Trustee to sell, assign or transfer any of the Investment Property Pledged Securities or Proceeds thereof.
(c) In the case of each Grantor which is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Investment Property Pledged Securities issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Shared Collateral Agent Trustee promptly in writing upon the receipt of any collateral in respect of the occurrence of any of the events Investment Property described in Section 5.9(a4.7(a) with respect to the Investment Property issued by it and (iii) the terms of Sections 7.3(c5.3(c) and 7.7 5.7 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.3(c5.3(c) or 7.7 5.7 with respect to the Investment Property Pledged Securities issued by it.
(d) Each Issuer that is a partnership or a limited liability company (i) confirms that none of the terms of any equity interest issued by it provides that such equity interest is a “security” within the meaning of Sections 8-102 and 8-103 of the New York UCC (a “Security”), (ii) agrees that it will take no action to cause or permit any such equity interest to become a Security, (iii) agrees that it will not issue any certificate representing any such equity interest and (iv) agrees that if, notwithstanding the foregoing, any such equity interest shall be or become a Security, such Issuer will (and the Grantor that holds such equity interest hereby instructs such Issuer to) comply with instructions originated by the Collateral Trustee without further consent by such Grantor.
Appears in 1 contract
Samples: Collateral Agreement (Primus Telecommunications Group Inc)
Investment Property. (a) If such Grantor shall become entitled to receive or shall receive any certificate (including, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Equity Interests Capital Stock (other than Excluded Foreign Subsidiary Stock) of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in respect thereof, having a value in excess of $1,000,000 such Grantor shall shall, if requested by the Collateral Agent or the Required Secured Parties, accept the same as the agent of the Shared Collateral Agent for and the benefit of the applicable Shared Collateral Secured Parties, hold the same in trust for the Shared Collateral Agent for and the benefit of the applicable Shared Collateral Secured Parties and deliver the same forthwith to the Shared Collateral Agent in the exact form received, duly indorsed by such Grantor to the Shared Collateral Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Grantor and with, if the Shared Collateral Agent so requests, signature guaranteed, to be held by the Shared Collateral Agent, subject to the terms hereof, as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations. Any sums paid upon or in respect of the Investment Property upon the liquidation or dissolution of any Issuer shall be paid over to the Shared Collateral Agent to be held by it hereunder as additional collateral security for the (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations, and in case any distribution of capital shall be made on or in respect of the Investment Property or any property shall be distributed upon or with respect to the Investment Property pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Shared Collateral Agent, if requested by the Collateral Agent or the Required Secured Parties, be delivered to the Shared Collateral Agent to be held by it hereunder as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations. If any sums of money or property so paid or distributed in respect of the Investment Property shall be received by such Grantor, such Grantor shall, until such money or property is paid or delivered to the Shared Collateral Agent, if requested by the Collateral Agent or the Required Secured Parties, hold such money or property in trust for the Shared Collateral Agent for and the benefit of the applicable Shared Collateral Secured Parties, segregated from other funds of such Grantor, as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Guarantor, the Obligations.
(b) Without the prior written consent of the Shared Collateral Agent, such Grantor will not (i) vote to enable, or take any other action to permit, any Issuer to issue any Equity Interests of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any Equity Interests of any nature of any Issuer, except to the extent permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Investment Property or Proceeds thereof (except pursuant to a transaction expressly permitted by each of the Credit Agreements, the Intercreditor Agreement and this AgreementTransaction Documents), (iiiii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement and the Liens permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement or (iviii) enter into any agreement or undertaking restricting the right or ability of such Grantor or the Shared Collateral Agent to sell, assign or transfer any of the Investment Property or Proceeds thereof.
(c) In the case of each Grantor which is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Investment Property issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Shared Collateral Agent promptly in writing of the occurrence of any of the events described in Section 5.9(a) with respect to the Investment Property issued by it and (iiiii) the terms of Sections 7.3(c6.3(c) and 7.7 6.7(b) shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.3(c6.3(c) or 7.7 6.7(b) with respect to the Investment Property issued by it.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Hanover Compressor Co /)
Investment Property. (a) If such the Grantor shall become entitled to receive or shall receive any stock or other ownership certificate (including, without limitation, including any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the Equity Interests of in any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of or other ownership interests in the Pledged StockSecurities, or otherwise in respect thereof, having a value in excess of $1,000,000 such the Grantor shall accept the same as the agent of the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties, hold the same in trust for the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties and deliver the same forthwith to the Shared Collateral Agent in the exact form received, duly indorsed endorsed by such the Grantor to the Shared Collateral Agent, if required, together with an undated stock power or similar instrument of transfer covering such certificate duly executed in blank by such the Grantor and with, if the Shared Collateral Agent so requests, signature guaranteed, to be held by the Shared Collateral Agent, subject to the terms hereof, as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations. Any sums paid upon or in respect of the Investment Property Pledged Securities upon the liquidation or dissolution of any Issuer shall be paid over to the Shared Collateral Agent to be held by it hereunder as additional collateral security for the (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations, and in case any distribution of capital shall be made on or in respect of the Investment Property Pledged Securities or any property shall be distributed upon or with respect to the Investment Property Pledged Securities pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Shared Collateral Agent, be delivered to the Shared Collateral Agent to be held by it hereunder as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Grantors, the Obligations. If any sums of money or property so paid or distributed in respect of the Investment Property Pledged Securities shall be received by such the Grantor, such the Grantor shall, until such money or property is paid or delivered to the Shared Collateral Agent, hold such money or property in trust for the Shared Collateral Agent for the benefit of the applicable Shared Collateral Secured Parties, segregated from other funds of such the Grantor, as additional collateral security for (x) in the case of the Dex Shared Grantors, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Guarantor, the Obligations.
(b) Without the prior written consent of the Shared Collateral Agent, such the Grantor will shall not (i) vote to enable, or take any other action to permit, any Issuer to issue any Equity Interests of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any Equity Interests of any nature of any Issuer, except to the extent permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, any of the Investment Property or Proceeds thereof or any interest therein (except except, in each case, pursuant to a transaction expressly permitted by each of the Credit Agreements, the Intercreditor Agreement and this Agreement), (iiiii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person person with respect to, any of the Investment Property or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement and the Liens or any Lien expressly permitted by each thereon pursuant to Section 6.02 of the Credit AgreementsAgreement, the Intercreditor Agreement and this Agreement or (iviii) enter into any agreement or undertaking restricting the right or ability of such the Grantor or the Shared Collateral Agent to sell, assign or transfer any of the Investment Property or Proceeds thereof or any interest therein or (iv) without the prior written consent of the Collateral Agent, cause or permit any Issuer of any Pledged Partnership Interests or Pledged LLC Interests which are not securities (for purposes of the New York UCC) on the date hereof to elect or otherwise take any action to cause such Pledged Partnership Interests or Pledged LLC Interests to be treated as securities for purposes of the New York UCC; provided, however, notwithstanding the foregoing, if any issuer of any Pledged Partnership Interests or Pledged LLC Interests takes any such action in violation of the provisions in this clause (iv), the Grantor shall promptly notify the Collateral Agent in writing of any such election or action and, in such event, shall take all steps necessary or advisable to establish the Collateral Agent’s “control” thereof.
(c) In the case of each The Grantor which is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating hereby consents to the Investment Property issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify grant of the Shared security interest hereunder in favor of the Collateral Agent promptly in writing and to the transfer of any Pledged Security to the Collateral Agent or its nominee following an Event of Default and to the substitution of the occurrence of any Collateral Agent or its nominee as a partner, member or shareholder of the events described in Section 5.9(a) with respect to Issuer of the Investment Property issued by it and (iii) the terms of Sections 7.3(c) and 7.7 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 7.3(c) or 7.7 with respect to the Investment Property issued by itrelated Pledged Security.
Appears in 1 contract
