Marketable Securities. The Mortgagor covenants with Mortgagee to maintain and protect all Marketable Securities included in the Mortgaged Property. Without limitation, it covenants with the Mortgagee as follows (subject to the other provisions of this Deed). (a) (Notify rights offered or accruing) It will: (i) notify the Mortgagee immediately if it becomes entitled to, or is offered, New Rights; and (ii) ensure that all documents relating to New rights or arising out of their subscription, taking up or exercise are delivered to the Mortgagee. (b) (Subscribe to rights) If the Mortgagee directs, it will promptly subscribe to, take up or exercise New Rights. (c) (Remedy defects) It will remedy each defect in its holding of those Marketable Securities. (d) (Take proceedings) It will take or defend all legal proceedings which the Mortgagee requires to protect or recover those Marketable Securities. (e) (Execute documents) It will execute each document to which it is expressed to be a party in relation to anything required under this clause. (f) (Pay calls) It will duly pay all calls in respect of those Marketable Securities. (g) (Deliver documents) Immediately on receipt by it or for its account, it will deliver to the Mortgagee each certificate, acceptance, contract note or transfer for those Marketable Securities. (h) (Return of documents) If the Mortgagee makes available a document relating to those Marketable Securities or New Rights for registration, stamping, exercise, acceptance or another purpose: (i) it will ensure that the document or each resulting or replacement document (as the case may be) is delivered directly to the Mortgagee when available or returned; and (ii) to the extent required by the Mortgagee, it will ensure that all persons dealing with it have notice of this Deed. The Mortgagee will make available any document which it holds on reasonable request by the Mortgagor for the purpose of recording, perfecting or preserving the title of the Mortgagor to Marketable Securities, or exercising rights attaching to Marketable Securities in a manner consistent with the Mortgagee's security, if arrangements satisfactory to the Mortgagee are in place to protect the Mortgagee's security. (i) (Nothing prejudicial) It will not do or omit to do anything which might render those Marketable Securities liable to forfeiture, cancellation, avoidance or loss or might otherwise prejudicially affect the Mortgagee's interest in them or their value. (j) (Meetings of securityholders) It will immediately provide to the Mortgagee certified copies of all reports and other documents received by it in its capacity as a holder of those Marketable Securities or relating in any way to those Marketable Securities including any report or notice of any meeting which the holder of Marketable Securities is entitled to attend or vote at or both. (k) (Vote) (i) Subject to sub-paragraph (ii), it will vote those Marketable Securities in a prudent manner. (ii) It will not vote those Marketable Securities while an Event of Default or Potential Event of Default subsists or after this Deed has been enforced, except with the consent of the Mortgagee. (l) (Dividends etc to be applied in payment) (i) It will ensure that all amounts received by it or for its account as holder of or in relation to those Marketable Securities, whether by dividend, distribution or otherwise, are applied in payment of the Secured Money. (ii) If it receives an asset (other than money, new shares or entitlements to shares) as holder of or in relation to those Marketable Securities, it will immediately sell the asset at its market value and apply the net proceeds of sale in the same way. (m) (Notices) It will promptly give the Mortgagee copies of all documents and notices received by it from any beneficiary or manager of the Trust or which it gives to a beneficiary or manager of the Trust.
Appears in 1 contract
Samples: Fixed and Floating Charge (Home Security International Inc)
Marketable Securities. The Mortgagor covenants with Mortgagee to maintain and protect all Marketable Securities included in the Mortgaged Property. Without limitation, it covenants with the Mortgagee as follows (subject to the other provisions of this Deed).
(a) (Notify rights offered On or accruing) It will:
before the date hereof, Navistar Financial shall, subject to Section 2.06(d), transfer or cause to be transferred to one or more of the Securities Accounts referred to below (i) notify all marketable securities (other than (x) repurchase agreements, (y) marketable securities that are UCC Deposit Accounts and (z) marketable securities as to which ownership or the Mortgagee immediately if it becomes entitled toexistence of a security interest is evidenced by entries on the books of a "securities intermediary" (as defined in the UCC), custodian or is offeredother entity) owned by Navistar Financial on the date hereof, New Rights; and
and (ii) ensure that all documents securities subject to, and all confirmations relating to New rights to, repurchase agreements constituting marketable securities owned by Navistar Financial on the date hereof. The marketable securities so transferred (other than repurchase agreements and confirmations) shall be in suitable form for transfer by delivery or arising out shall be accompanied by duly executed and undated instruments of their subscriptiontransfer or assignment in blank, taking up or exercise are delivered in form and substance reasonably satisfactory to the MortgageeTrustee.
(b) On and after the date hereof, all investments in marketable securities by Navistar Financial (Subscribe except investments in marketable securities that are UCC Deposit Accounts or are covered by subsection (c) below) shall be made by and in the name of the Trustee at the written direction of Navistar through one or more accounts (each a "Securities Account") established in the name of the Trustee and maintained with the Trustee or any agent thereof appointed for the purpose as provided in subsections (c) and (d) below. Unless a Notice of Acceleration is in effect, the purchase, sale or presentation for payment of any such marketable securities and the receipt by Navistar Financial of the proceeds of the sale or collection thereof and any interest paid thereon shall all occur as provided below in this subsection. To initiate the purchase of such marketable securities, Navistar Financial will in writing (i) inform the Trustee as to rightsthe particulars of such purchase and (ii) If cause to be transferred to a bank account designated by, and in the Mortgagee directsname of, it the Trustee (either as Trustee or in its individual capacity) funds, and/or instruct the Trustee to apply funds received by the Trustee in respect of other marketable securities, in an amount equal to the sum of (x) the purchase price plus (y) any brokers' fees and other out-of-pocket expenses reasonably expected to be incurred in connection with such purchase, whereupon the Trustee will promptly subscribe make arrangements (either directly or through one or more agents) for the purchase of such marketable securities, including the payment of the purchase price thereof. All marketable securities (other than repurchase agreements) purchased by the Trustee as aforesaid (and all securities subject to, take up together with all confirmations relating to, repurchase agreements) will be delivered to and, subject to the following sentence, held in the Securities Accounts. To initiate a sale or exercise New Rightspresentation for payment of such marketable securities, Navistar Financial will inform the Trustee in writing as to the particulars of such sale or presentation, whereupon the Trustee will make arrangements (either directly or through the appropriate agents) for the sale or presentation of such marketable securities, and the transfer of funds received by the Trustee or such agents on the sale or collection of such marketable securities to such bank account of Navistar Financial (other than a Proceeds Deposit Account that is not a UCC Deposit Account) as shall have been designated by Navistar Financial for the purpose, or for the application of such funds to another investment in marketable securities, as Navistar Financial shall elect; provided that the Trustee shall revoke any such arrangements previously made for the transfer of such funds to a bank account of Navistar Financial promptly after receiving a Notice of Acceleration. Any interest received by the Trustee or any agent thereof in respect of marketable securities held in a Securities Account will be similarly transferred or applied.
(c) (Remedy defects) It will remedy each defect Notwithstanding anything contained in its holding of those Marketable Securities.
(d) (Take proceedings) It will take or defend all legal proceedings which this Agreement to the Mortgagee requires to protect or recover those Marketable Securities.
(e) (Execute documents) It will execute each document contrary, on and after the date hereof Navistar Financial may make investments through a Securities Account in marketable securities as to which it ownership or the existence of a security interest is expressed to be evidenced by entries on the books of a party in relation to anything required under this clause.
(f) (Pay calls) It will duly pay all calls in respect of those Marketable Securities.
(g) (Deliver documents) Immediately on receipt by it or for its account, it will deliver to the Mortgagee each certificate, acceptance, contract note or transfer for those Marketable Securities.
(h) (Return of documents) If the Mortgagee makes available a document relating to those Marketable Securities or New Rights for registration, stamping, exercise, acceptance or another purpose:
(i) it will ensure that the document or each resulting or replacement document "securities intermediary" (as defined in the case may be) is delivered directly to the Mortgagee when available UCC), custodian or returnedother entity; and
(ii) to the extent required by the Mortgagee, it will ensure that all persons dealing with it have notice of this Deed. The Mortgagee will make available any document which it holds on reasonable request by the Mortgagor for the purpose of recording, perfecting or preserving the title of the Mortgagor to Marketable Securities, or exercising rights attaching to Marketable Securities in a manner consistent with the Mortgagee's security, if arrangements satisfactory to the Mortgagee are in place to protect the Mortgagee's security.provided that,
(i) (Nothing prejudicialA) It will not do or omit to do anything which might render those Marketable such investment is made through a Securities liable to forfeiture, cancellation, avoidance or loss or might otherwise prejudicially affect Account maintained by the Mortgagee's interest in them or their value.
(j) (Meetings of securityholders) It will immediately provide to the Mortgagee certified copies of all reports and other documents received by it in its capacity as Trustee with a holder of those Marketable Securities or relating in any way to those Marketable Securities including any report or notice of any meeting which the holder of Marketable Securities is entitled to attend or vote at or both.
(k) (Vote)
(i) Subject to sub-paragraph (ii), it will vote those Marketable Securities in a prudent manner.
(ii) It will not vote those Marketable Securities while an Event of Default or Potential Event of Default subsists or after this Deed has been enforced, except with the consent of the Mortgagee.
(l) (Dividends etc to be applied in payment)
(i) It will ensure that all amounts received by it or for its account as holder of or in relation to those Marketable Securities, whether by dividend, distribution or otherwise, are applied in payment of the Secured Money.
(ii) If it receives an asset (other than money, new shares or entitlements to shares) as holder of or in relation to those Marketable Securities, it will immediately sell the asset at its market value and apply the net proceeds of sale in the same way.
(m) (Notices) It will promptly give the Mortgagee copies of all documents and notices received by it from any beneficiary or manager of the Trust or which it gives to a beneficiary or manager of the Trust.Permitted Financial Intermediary,
Appears in 1 contract
Samples: Security, Pledge and Trust Agreement (Navistar Financial Corp)
Marketable Securities. The Mortgagor covenants with Mortgagee to maintain and protect all Marketable Securities included in the Mortgaged Property. Without limitation, it covenants with the Mortgagee as follows (subject to the other provisions of this Deed).
(a) (Notify rights offered On or accruing) It will:
before the date hereof, Navistar Financial shall, subject to Section 2.06(d), transfer or cause to be transferred to one or more of the Securities Accounts referred to below (i) notify all marketable securities (other than (x) repurchase agreements and (y) marketable securities as to which ownership or the Mortgagee immediately if it becomes entitled toexistence of a security interest is evidenced by entries on the books of a “securities intermediary” (as defined in the UCC), custodian or is offeredother entity) owned by Navistar Financial on the date hereof, New Rights; and
and (ii) ensure that all documents securities subject to, and all confirmations relating to New rights to, repurchase agreements constituting marketable securities owned by Navistar Financial on the date hereof. The marketable securities so transferred (other than repurchase agreements and confirmations) shall be in suitable form for transfer by delivery or arising out shall be accompanied by duly executed and undated instruments of their subscriptiontransfer or assignment in blank, taking up or exercise are delivered in form and substance reasonably satisfactory to the MortgageeTrustee.
(b) On and after the date hereof, all investments in marketable securities by Navistar Financial (Subscribe except investments in marketable securities that are UCC Deposit Accounts or are covered by subsection (c) below) shall be made by and in the name of the Trustee at the written direction of Navistar through one or more accounts (each a “Securities Account”) established in the name of the Trustee and maintained with the Trustee or any agent thereof appointed for the purpose as provided in subsections (c) and (d) below. Unless a Notice of Acceleration is in effect, the purchase, sale or presentation for payment of any such marketable securities and the receipt by Navistar Financial of the proceeds of the sale or collection thereof and any interest paid thereon shall all occur as provided below in this subsection. To initiate the purchase of such marketable securities, Navistar Financial will in writing (i) inform the Trustee as to rightsthe particulars of such purchase and (ii) If cause to be transferred to a bank account designated by, and in the Mortgagee directsname of, it the Trustee (either as Trustee or in its individual capacity) funds, and/or instruct the Trustee to apply funds received by the Trustee in respect of other marketable securities, in an amount equal to the sum of (x) the purchase price plus (y) any brokers’ fees and other out-of-pocket expenses reasonably expected to be incurred in connection with such purchase, whereupon the Trustee will promptly subscribe make arrangements (either directly or through one or more agents) for the purchase of such marketable securities, including the payment of the purchase price thereof. All marketable securities (other than repurchase agreements) purchased by the Trustee as aforesaid (and all securities subject to, take up together with all confirmations relating to, repurchase agreements) will be delivered to and, subject to the following sentence, held in the Securities Accounts. To initiate a sale or exercise New Rightspresentation for payment of such marketable securities, Navistar Financial will inform the Trustee in writing as to the particulars of such sale or presentation, whereupon the Trustee will make arrangements (either directly or through the appropriate agents) for the sale or presentation of such marketable securities, and the transfer of funds received by the Trustee or such agents on the sale or collection of such marketable securities to such bank account of Navistar Financial (other than a Proceeds Deposit Account that is not a UCC Deposit Account) as shall have been designated by Navistar Financial for the purpose, or for the application of such funds to another investment in marketable securities, as Navistar Financial shall elect; provided that the Trustee shall revoke any such arrangements previously made for the transfer of such funds to a bank account of Navistar Financial promptly after receiving a Notice of Acceleration. Any interest received by the Trustee or any agent, thereof in respect of marketable securities held in a Securities Account will be similarly transferred or applied.
(c) (Remedy defects) It will remedy each defect Notwithstanding anything contained in its holding of those Marketable Securities.
(d) (Take proceedings) It will take or defend all legal proceedings which this Agreement to the Mortgagee requires to protect or recover those Marketable Securities.
(e) (Execute documents) It will execute each document contrary, on and after the date hereof Navistar Financial may make investments through a Securities Account in marketable securities as to which it ownership or the existence of a security interest is expressed to be evidenced by entries on the books of a party in relation to anything required under this clause.
(f) (Pay calls) It will duly pay all calls in respect of those Marketable Securities.
(g) (Deliver documents) Immediately on receipt by it or for its account, it will deliver to the Mortgagee each certificate, acceptance, contract note or transfer for those Marketable Securities.
(h) (Return of documents) If the Mortgagee makes available a document relating to those Marketable Securities or New Rights for registration, stamping, exercise, acceptance or another purpose:
(i) it will ensure that the document or each resulting or replacement document “securities intermediary” (as defined in the case may be) is delivered directly to the Mortgagee when available UCC), custodian or returnedother entity; and
(ii) to the extent required by the Mortgagee, it will ensure that all persons dealing with it have notice of this Deed. The Mortgagee will make available any document which it holds on reasonable request by the Mortgagor for the purpose of recording, perfecting or preserving the title of the Mortgagor to Marketable Securities, or exercising rights attaching to Marketable Securities in a manner consistent with the Mortgagee's security, if arrangements satisfactory to the Mortgagee are in place to protect the Mortgagee's security.provided that,
(i) (Nothing prejudicialA) It will not do or omit to do anything which might render those Marketable such investment is made through a Securities liable to forfeiture, cancellation, avoidance or loss or might otherwise prejudicially affect Account maintained by the Mortgagee's interest in them or their value.
(j) (Meetings of securityholders) It will immediately provide to the Mortgagee certified copies of all reports and other documents received by it in its capacity as Trustee with a holder of those Marketable Securities or relating in any way to those Marketable Securities including any report or notice of any meeting which the holder of Marketable Securities is entitled to attend or vote at or both.
(k) (Vote)
(i) Subject to sub-paragraph (ii), it will vote those Marketable Securities in a prudent manner.
(ii) It will not vote those Marketable Securities while an Event of Default or Potential Event of Default subsists or after this Deed has been enforced, except with the consent of the Mortgagee.
(l) (Dividends etc to be applied in payment)
(i) It will ensure that all amounts received by it or for its account as holder of or in relation to those Marketable Securities, whether by dividend, distribution or otherwise, are applied in payment of the Secured Money.
(ii) If it receives an asset (other than money, new shares or entitlements to shares) as holder of or in relation to those Marketable Securities, it will immediately sell the asset at its market value and apply the net proceeds of sale in the same way.
(m) (Notices) It will promptly give the Mortgagee copies of all documents and notices received by it from any beneficiary or manager of the Trust or which it gives to a beneficiary or manager of the Trust.Permitted Financial Intermediary,
Appears in 1 contract
Marketable Securities. The Mortgagor covenants with Mortgagee to maintain and protect all Marketable Securities included in the Mortgaged Property. Without limitation, it covenants with the Mortgagee as follows (subject to the other provisions of this Deed).
(a) (Notify rights offered On or accruing) It will:
before the date hereof, Navistar Financial shall, subject to Section 2.06(d), transfer or cause to be transferred to one or more of the Securities Accounts referred to below (i) notify all marketable securities (other than (x) repurchase agreements and (y) marketable securities as to which ownership or the Mortgagee immediately if it becomes entitled toexistence of a security interest is evidenced by entries on the books of a “securities intermediary” (as defined in the UCC), custodian or is offeredother entity) owned by Navistar Financial on the date hereof, New Rights; and
and (ii) ensure that all documents securities subject to, and all confirmations relating to New rights to, repurchase agreements constituting marketable securities owned by Navistar Financial on the date hereof. The marketable securities so transferred (other than repurchase agreements and confirmations) shall be in suitable form for transfer by delivery or arising out shall be accompanied by duly executed and undated instruments of their subscriptiontransfer or assignment in blank, taking up or exercise are delivered in form and substance reasonably satisfactory to the MortgageeTrustee.
(b) On and after the date hereof, all investments in marketable securities by Navistar Financial (Subscribe except investments in marketable securities that are UCC Deposit Accounts or are covered by subsection (c) below) shall be made by and in the name of the Trustee at the written direction of Navistar through one or more accounts (each a “Securities Account”) established in the name of the Trustee and maintained with the Trustee or any agent thereof appointed for the purpose as provided in subsections (c) and (d) below. Unless a Notice of Acceleration is in effect, the purchase, sale or presentation for payment of any such marketable securities and the receipt by Navistar Financial of the proceeds of the sale or collection thereof and any interest paid thereon shall all occur as provided below in this subsection. To initiate the purchase of such marketable securities, Navistar Financial will in writing (i) inform the Trustee as to rightsthe particulars of such purchase and (ii) If cause to be transferred to a bank account designated by, and in the Mortgagee directsname of, it the Trustee (either as Trustee or in its individual capacity) funds, and/or instruct the Trustee to apply funds received by the Trustee in respect of other marketable securities, in an amount equal to the sum of (x) the purchase price plus (y) any brokers’ fees and other out-of-pocket expenses reasonably expected to be incurred in connection with such purchase, whereupon the Trustee will promptly subscribe make arrangements (either directly or through one or more agents) for the purchase of such marketable securities, including the payment of the purchase price thereof. All marketable securities (other than repurchase agreements) purchased by the Trustee as aforesaid (and all securities subject to, take up together with all confirmations relating to, repurchase agreements) will be delivered to and, subject to the following sentence, held in the Securities Accounts. To initiate a sale or exercise New Rightspresentation for payment of such marketable securities, Navistar Financial will inform the Trustee in writing as to the particulars of such sale or presentation, whereupon the Trustee will make arrangements (either directly or through the appropriate agents) for the sale or presentation of such marketable securities, and the transfer of funds received by the Trustee or such agents on the sale or collection of such marketable securities to such bank account of Navistar Financial (other than a Proceeds Deposit Account that is not a UCC Deposit Account) as shall have been designated by Navistar Financial for the purpose, or for the application of such funds to another investment in marketable securities, as Navistar Financial shall elect; provided that the Trustee shall revoke any such arrangements previously made for the transfer of such funds to a bank account of Navistar Financial promptly after receiving a Notice of Acceleration. Any interest received by the Trustee or any agent thereof in respect of marketable securities held in a Securities Account will be similarly transferred or applied.
(c) (Remedy defects) It will remedy each defect Notwithstanding anything contained in its holding of those Marketable Securities.
(d) (Take proceedings) It will take or defend all legal proceedings which this Agreement to the Mortgagee requires to protect or recover those Marketable Securities.
(e) (Execute documents) It will execute each document contrary, on and after the date hereof Navistar Financial may make investments through a Securities Account in marketable securities as to which it ownership or the existence of a security interest is expressed to be evidenced by entries on the books of a party in relation to anything required under this clause.
(f) (Pay calls) It will duly pay all calls in respect of those Marketable Securities.
(g) (Deliver documents) Immediately on receipt by it or for its account, it will deliver to the Mortgagee each certificate, acceptance, contract note or transfer for those Marketable Securities.
(h) (Return of documents) If the Mortgagee makes available a document relating to those Marketable Securities or New Rights for registration, stamping, exercise, acceptance or another purpose:
(i) it will ensure that the document or each resulting or replacement document “securities intermediary” (as defined in the case may be) is delivered directly to the Mortgagee when available UCC), custodian or returnedother entity; and
(ii) to the extent required by the Mortgagee, it will ensure that all persons dealing with it have notice of this Deed. The Mortgagee will make available any document which it holds on reasonable request by the Mortgagor for the purpose of recording, perfecting or preserving the title of the Mortgagor to Marketable Securities, or exercising rights attaching to Marketable Securities in a manner consistent with the Mortgagee's security, if arrangements satisfactory to the Mortgagee are in place to protect the Mortgagee's security.provided that,
(i) (Nothing prejudicialA) It will not do or omit to do anything which might render those Marketable such investment is made through a Securities liable to forfeiture, cancellation, avoidance or loss or might otherwise prejudicially affect Account maintained by the Mortgagee's interest in them or their value.
(j) (Meetings of securityholders) It will immediately provide to the Mortgagee certified copies of all reports and other documents received by it in its capacity as Trustee with a holder of those Marketable Securities or relating in any way to those Marketable Securities including any report or notice of any meeting which the holder of Marketable Securities is entitled to attend or vote at or both.
(k) (Vote)
(i) Subject to sub-paragraph (ii), it will vote those Marketable Securities in a prudent manner.
(ii) It will not vote those Marketable Securities while an Event of Default or Potential Event of Default subsists or after this Deed has been enforced, except with the consent of the Mortgagee.
(l) (Dividends etc to be applied in payment)
(i) It will ensure that all amounts received by it or for its account as holder of or in relation to those Marketable Securities, whether by dividend, distribution or otherwise, are applied in payment of the Secured Money.
(ii) If it receives an asset (other than money, new shares or entitlements to shares) as holder of or in relation to those Marketable Securities, it will immediately sell the asset at its market value and apply the net proceeds of sale in the same way.
(m) (Notices) It will promptly give the Mortgagee copies of all documents and notices received by it from any beneficiary or manager of the Trust or which it gives to a beneficiary or manager of the Trust.Permitted Financial Intermediary,
Appears in 1 contract
Marketable Securities. The Mortgagor covenants with Mortgagee (a) On or before the date hereof, Navistar Financial shall transfer or cause to maintain and protect be transferred to one or more of the Securities Accounts referred to below (i) all Marketable Securities included in (other than (x) repurchase agreements and (y) Marketable Securities as to which ownership or the Mortgaged Property. Without limitationexistence of Trustee’s Security Interest is evidenced by entries on the books of a Securities Intermediary, it covenants with custodian or other entity) owned by Navistar Financial on the Mortgagee as follows (subject to the other provisions of this Deed).
(a) (Notify rights offered or accruing) It will:
(i) notify the Mortgagee immediately if it becomes entitled todate hereof, or is offered, New Rights; and
and (ii) ensure that all documents securities subject to, and all confirmations relating to New rights to, repurchase agreements constituting Marketable Securities owned by Navistar Financial on the date hereof. The Marketable Securities so transferred (other than repurchase agreements and confirmations) shall be in suitable form for transfer by delivery or arising out shall be accompanied by duly executed and undated instruments of their subscriptiontransfer or assignment in blank, taking up or exercise are delivered in form and substance reasonably satisfactory to the MortgageeTrustee.
(b) On and after the date hereof, all investments in Marketable Securities by Navistar Financial (Subscribe except investments in Marketable Securities that are UCC Deposit Accounts or are covered by subsection (c) below) shall be made by and in the name of the Trustee at the written direction of Navistar through one or more accounts (each a “Securities Account” as defined in UCC Article 8-501) (i) established in the name of the Trustee, (ii) maintained with the Trustee or any agent thereof appointed for the purpose as provided in subsections (c) and (d) below and (iii) subject to rightsa customary securities account control agreement among the applicable Securities Intermediary, Navistar Financial and the Trustee, in form and substance reasonably satisfactory to the Trustee and the Administrative Agent, establishing that such Securities Account is subject to the Trustee’s “control” as defined in UCC Article 8-106; provided that no such securities account control agreement shall be required for any Securities Account with a monthly average balance of less than $10,000,000; provided, further, that the requirements set forth in this clause (iii) If shall not apply on or prior to the Mortgagee directsdate that is 60 days after the date hereof (or such later date agreed to by the Administrative Agent in its reasonable discretion). Unless a Notice of Acceleration is in effect, it the purchase, sale or presentation for payment of any such Marketable Securities and the receipt by Navistar Financial of the proceeds of the sale or collection thereof and any interest paid thereon shall all occur as provided below in this subsection. To initiate the purchase of such Marketable Securities, Navistar Financial will promptly subscribe in writing (i) inform the Trustee as to the particulars of such purchase and (ii) cause to be transferred to a bank account designated by, and in the name of, the Trustee (either as Trustee or in its individual capacity) funds, and/or instruct the Trustee to apply funds received by the Trustee in respect of other Marketable Securities, in an amount equal to the sum of (x) the purchase price plus (y) any brokers’ fees and other out-of-pocket expenses reasonably expected to be incurred in connection with such purchase, whereupon the Trustee will make arrangements (either directly or through one or more agents) for the purchase of such Marketable Securities, including the payment of the purchase price thereof. All Marketable Securities (other than repurchase agreements) purchased by the Trustee as aforesaid (and all securities subject to, take up together with all confirmations relating to, repurchase agreements) will be delivered to and, subject to the following sentence, held in the Securities Accounts. To initiate a sale or exercise New Rightspresentation for payment of such Marketable Securities, Navistar Financial will inform the Trustee in writing as to the particulars of such sale or presentation, whereupon the Trustee will make arrangements (either directly or through the appropriate agents) for the sale or presentation of such Marketable Securities and the transfer of funds received by the Trustee or such agents on the sale or collection of such Marketable Securities to such bank account of Navistar Financial (other than a Proceeds Deposit Account that is not a UCC Deposit Account) as shall have been designated by Navistar Financial for the purpose, or for the application of such funds to another investment in Marketable Securities, as Navistar Financial shall elect; provided that the Trustee shall revoke any such arrangements previously made for the transfer of such funds to a bank account of Navistar Financial promptly after receiving a Notice of Acceleration. Any interest received by the Trustee or any agent thereof in respect of Marketable Securities Assets held in a Securities Account will be similarly transferred or applied.
(c) (Remedy defects) It will remedy each defect Notwithstanding anything contained in its holding of those this Agreement to the contrary, on and after the date hereof Navistar Financial may make investments through a Securities Account in Marketable Securities.
(d) (Take proceedings) It will take or defend all legal proceedings which the Mortgagee requires to protect or recover those Marketable Securities.
(e) (Execute documents) It will execute each document Securities as to which it ownership or the existence of a Security Interest is expressed to be evidenced by entries on the books of a party in relation to anything required under this clause.
(f) (Pay calls) It will duly pay all calls in respect of those Marketable Securities.
(g) (Deliver documents) Immediately on receipt by it Securities Intermediary, custodian or for its account, it will deliver to the Mortgagee each certificate, acceptance, contract note or transfer for those Marketable Securities.
(h) (Return of documents) If the Mortgagee makes available a document relating to those Marketable Securities or New Rights for registration, stamping, exercise, acceptance or another purpose:
(i) it will ensure that the document or each resulting or replacement document (as the case may be) is delivered directly to the Mortgagee when available or returnedother entity; and
(ii) to the extent required by the Mortgagee, it will ensure that all persons dealing with it have notice of this Deed. The Mortgagee will make available any document which it holds on reasonable request by the Mortgagor for the purpose of recording, perfecting or preserving the title of the Mortgagor to Marketable Securities, or exercising rights attaching to Marketable Securities in a manner consistent with the Mortgagee's security, if arrangements satisfactory to the Mortgagee are in place to protect the Mortgagee's security.provided that,
(i) (Nothing prejudicialA) It will not do or omit to do anything which might render those Marketable such investment is made through a Securities liable to forfeiture, cancellation, avoidance or loss or might otherwise prejudicially affect Account maintained by the Mortgagee's interest in them or their value.
(j) (Meetings of securityholders) It will immediately provide to the Mortgagee certified copies of all reports and other documents received by it in its capacity as Trustee with a holder of those Marketable Securities or relating in any way to those Marketable Securities including any report or notice of any meeting which the holder of Marketable Securities is entitled to attend or vote at or both.
(k) (Vote)
(i) Subject to sub-paragraph (ii), it will vote those Marketable Securities in a prudent manner.
(ii) It will not vote those Marketable Securities while an Event of Default or Potential Event of Default subsists or after this Deed has been enforced, except with the consent of the Mortgagee.
(l) (Dividends etc to be applied in payment)
(i) It will ensure that all amounts received by it or for its account as holder of or in relation to those Marketable Securities, whether by dividend, distribution or otherwise, are applied in payment of the Secured Money.
(ii) If it receives an asset (other than money, new shares or entitlements to shares) as holder of or in relation to those Marketable Securities, it will immediately sell the asset at its market value and apply the net proceeds of sale in the same way.
(m) (Notices) It will promptly give the Mortgagee copies of all documents and notices received by it from any beneficiary or manager of the Trust or which it gives to a beneficiary or manager of the Trust.Permitted Financial Intermediary,
Appears in 1 contract
Samples: Security, Pledge and Trust Agreement (Navistar International Corp)
