Rights of the Administrative Agent. (a) If an Event of Default shall occur and be continuing and the Administrative Agent shall give notice of its intent to exercise such rights to the Pledgor, and subject to the receipt of any applicable approvals from Insurance Regulators, and compliance by Administrative Agent and Lenders with any applicable filing or other requirements of the applicable Insurance Regulators, (i) the Administrative Agent shall have the right to receive any and all cash dividends paid in respect of the Pledged Stock and partnership and membership distributions in respect of the Partnership Interests and make application thereof to the Obligation in the order set forth in SECTION 11.8 of the Credit Agreement and (ii) all shares of the Pledged Stock shall be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (A) all voting, corporate and other rights pertaining to such shares of the Pledged Stock at any meeting of shareholders of the applicable Issuer or otherwise and (B) any and all rights of conversion, exchange, subscription, and any other rights, privileges or options pertaining to such shares of the Pledged Stock as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Stock upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of the applicable Issuer, or upon the exercise by the Pledgor or the Administrative Agent of any right, privilege or option pertaining to such shares of the Pledged Stock, and in connection therewith, the right to deposit and deliver any and all of the Pledged Stock with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to the Pledgor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (b) The rights of the Administrative Agent and the Lenders hereunder shall not be conditioned or contingent upon the pursuit by the Administrative Agent or any Lender of any right or remedy against the Pledgor or against any other Person which may be or become liable in respect of all or any part of the Obligation or against any collateral security therefor, guarantee therefor or right of offset with respect thereto. Neither the Administrative Agent nor any Lender shall 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 Administrative Agent be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Pledgor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. (c) Pledgor agrees to cooperate with and assist Administrative Agent and Lenders in connection with any filings to be with, or approvals required from, any Insurance Regulators or other Governmental Authorities.
Appears in 5 contracts
Samples: Pledge and Security Agreement (Proassurance Corp), Pledge and Security Agreement (Medical Assurance Inc), Pledge and Security Agreement (Proassurance Corp)
Rights of the Administrative Agent. (a) If Following the occurrence and during the continuation of any Event of Termination, the Administrative Agent (i) shall at the request of the Majority Facility Agents or, at any time during which there are only two Facility Agents, at the request of either Facility Agent, or (ii) may with the consent of the Majority Facility Agents, exercise its right to take exclusive ownership and control of the Collection Account, the Lock-Boxes and the Deposit Accounts (including the Designated Deposit Account), and each of the Borrower and the Servicer hereby agrees to take any further action necessary that the Administrative Agent may reasonably request to effect such control. From and after the date the Administrative Agent exercises its right to take exclusive control of the Collection Account, or if the Collection Account has not been established, the Designated Deposit Account, all withdrawals and distributions to be made from the Collection Account, the Designated Deposit Account or any other Deposit Account by the Servicer hereunder shall be made by the Administrative Agent.
(b) The Borrower hereby grants to the Administrative Agent an irrevocable power of attorney, with full power of substitution, coupled with an interest, to take in the name of the Borrower, following the occurrence and during the continuance of an Event of Default shall occur Termination and be continuing the Termination Date has been declared or has automatically occurred pursuant to Section 7.01, any and all steps which are necessary or advisable to endorse, negotiate or otherwise realize on any writing or other right of any kind in connection with any Pool Receivable or other Collateral.
(c) At any time after the Effective Date, the Administrative Agent shall give notice of its intent to exercise such rights to the Pledgormay, and subject to upon the receipt of any applicable approvals from Insurance Regulators, and compliance by Administrative Agent and Lenders with any applicable filing or other requirements request of the applicable Insurance RegulatorsMajority Facility Agents shall, (i) cause the Administrative Agent shall have the right Collection Account to receive any and all cash dividends paid in respect of the Pledged Stock and partnership and membership distributions in respect of the Partnership Interests and make application thereof to the Obligation in the order set forth in SECTION 11.8 of the Credit Agreement and (ii) all shares of the Pledged Stock be established. The Collection Account shall be registered established in the name of the Administrative Agent or its nomineeat an Eligible Account Bank selected by the Administrative Agent, and the Administrative Agent or its nominee may thereafter exercise (A) all voting, corporate shall have exclusive dominion and other rights pertaining control over the Collection Account and the authority to direct the disposition of the funds in the Collection Account without the consent of the Borrower; provided that until the Administrative Agent provides such instructions to such shares Eligible Account Bank (in accordance with Section 6.04(a)), such Eligible Account Bank shall be entitled to comply with instructions originated by the Servicer directing disposition of the Pledged Stock at any meeting of shareholders funds in the Collection Account.
(d) Each of the applicable Issuer Borrower and the Servicer hereby authorizes the Administrative Agent (for the benefit of each Lender Group), and irrevocably appoints the Administrative Agent (for the benefit of each Lender Group) as its attorney-in-fact with full power of substitution and with full authority in the place and stead of the Borrower or otherwise and (B) the Servicer, as applicable, which appointment is coupled with an interest, to take any and all rights steps in the name of conversionthe Borrower or the Servicer, exchange, subscriptionas applicable, and any other rights, privileges or options pertaining to such shares on behalf of the Pledged Stock Borrower or the Servicer, as if it were the absolute owner thereof (includingapplicable, without limitationas may be necessary or desirable, the right to exchange at its discretion any and all of the Pledged Stock upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of the applicable Issuer, or upon the exercise by the Pledgor or the Administrative Agent of any right, privilege or option pertaining to such shares of the Pledged Stock, and in connection therewith, the right to deposit and deliver any and all of the Pledged Stock with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to the Pledgor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.
(b) The rights reasonable determination of the Administrative Agent to collect any and all amounts or portions thereof due under any and all Collateral, including endorsing the Lenders hereunder shall not be conditioned or contingent upon the pursuit by the Administrative Agent or any Lender of any right or remedy against the Pledgor or against any other Person which may be or become liable in respect of all or any part name of the Obligation Borrower or against any collateral security thereforthe Servicer, guarantee therefor or right of offset with respect theretoas applicable, on all checks and other instruments representing Collections and enforcing such Collateral. Neither Notwithstanding anything to the Administrative Agent nor any Lender shall be liable for any failure to demandcontrary contained in this subsection, collect or realize upon all or any part none of the Collateral powers conferred upon such attorney-in-fact pursuant to the preceding sentence shall subject such attorney- in- fact to any liability if any action taken by it shall prove to be inadequate or for any delay in doing soinvalid, nor shall the they confer any obligations upon such attorney-in-fact in any manner whatsoever. The Administrative Agent shall only be under any obligation entitled to sell act as contemplated in this clause (d) while an Event of Termination is continuing or otherwise dispose of any Collateral upon after the request of the Pledgor or any other Person or Termination Date has been declared pursuant to take any other action whatsoever with regard to the Collateral or any part thereofSection 7.01.
(c) Pledgor agrees to cooperate with and assist Administrative Agent and Lenders in connection with any filings to be with, or approvals required from, any Insurance Regulators or other Governmental Authorities.
Appears in 5 contracts
Samples: Receivables Loan and Servicing Agreement (NRG Energy, Inc.), Receivables Loan and Servicing Agreement (NRG Energy, Inc.), Receivables Loan and Servicing Agreement (NRG Energy, Inc.)
Rights of the Administrative Agent. (a) If an Event of Default shall occur and be continuing and the Administrative Agent shall give notice of its intent to exercise such rights to the any Pledgor, and subject to the receipt of any applicable approvals from Insurance Regulators, and compliance by Administrative Agent and Lenders with any applicable filing or other requirements of the applicable Insurance Regulators, : (i) the Administrative Agent shall have the right to receive any and all cash dividends or other cash distributions paid in respect of the Pledged Stock and partnership and membership distributions in respect of the Partnership Interests Collateral and make application thereof to the Obligation Obligations in the order set forth provided in SECTION 11.8 of the Credit Agreement Section 8(a) and (ii) at the request of the Administrative Agent, all shares of the Pledged Stock Stock, all Pledged LLC Interests and all Pledged Partnership Interests shall be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (A) all voting, corporate and or other rights pertaining to such shares of the Pledged Stock at any meeting of shareholders of any of the Issuers or otherwise; (B) all members rights, powers and privileges with respect to the Pledged LLC Interests to the same extent as a member under the applicable Issuer or otherwise Limited Liability Company Agreement; (C) all partnership rights, powers and privileges with respect to the Pledged Partnership Interests to the same extent as a partner under the applicable Partnership Agreement; and (BD) any and all rights of conversion, exchange, subscription, subscription and any other rights, privileges or options pertaining to such shares of the Pledged Stock Collateral as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Stock Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or company structure of any of the applicable IssuerIssuers, or upon the exercise by the any Pledgor or the Administrative Agent of any right, privilege or option pertaining to such shares or interests of the Pledged StockCollateral, and in connection therewith, the right to deposit and deliver any and all of the Pledged Stock Collateral with any committee, depositarydepository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to the Pledgor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.
(b) The rights of the Administrative Agent and the Lenders hereunder shall not be conditioned or contingent upon the pursuit by the Administrative Agent or any Lender of any right or remedy against any of the Pledgor Issuers or against any other Person which may be or become liable in respect of all or any part of the Obligation Obligations or against any other collateral security therefor, guarantee therefor thereof or right of offset with respect thereto. Neither the The Administrative Agent nor any Lender shall not be liable for any failure to demand, collect or realize upon all or any part of the Pledged Collateral or for any delay in doing so, nor shall the Administrative Agent it be under any obligation to sell or otherwise dispose of any Pledged Collateral upon the request of the any Pledgor or any other Person or to take any other action whatsoever with regard to the Pledged Collateral or any part thereof.
(c) Pledgor agrees to cooperate with and assist Administrative Agent and Lenders in connection with any filings to be with, or approvals required from, any Insurance Regulators or other Governmental Authorities.
Appears in 4 contracts
Samples: Credit Agreement (Sprague Resources LP), Credit Agreement (Sprague Resources LP), Credit Agreement (Sprague Resources LP)
Rights of the Administrative Agent. (a) If an Following the occurrence and during the continuation of any Event of Default Termination or any Incipient Event of Termination or at any time during which a Level 2 Ratings Period or Level 3 Ratings Period shall occur and be continuing and in effect, the Administrative Agent may with the consent of, and shall give notice at the direction of, the Required Managing Agents (i) exercise its right to take exclusive ownership and control of its intent the Collection Account, Lock-Boxes and the Deposit Accounts by delivering Collection Notices, and each of the Borrower and the Servicer hereby agrees to exercise take any further action necessary that the Administrative Agent may reasonably request to effect such rights control, (ii) notify any or all of the Deposit Account Banks to remit all amounts deposited in the applicable Deposit Accounts to the Pledgor, and subject Collection Account or to any other account designated by the receipt of any applicable approvals from Insurance Regulators, and compliance by Administrative Agent and Lenders with any applicable filing or other requirements of (iii) deliver the applicable Insurance Regulators, (i) Lock-Box Transfer Notices to the appropriate addressees thereof. From and after the date the Administrative Agent shall have the exercises its right to receive any and all cash dividends paid in respect take exclusive control of the Pledged Stock Collection Account, all withdrawals and partnership and membership distributions in respect of to be made from the Partnership Interests and make application thereof to Collection Account by the Obligation in the order set forth in SECTION 11.8 of the Credit Agreement and (ii) all shares of the Pledged Stock Servicer hereunder shall be registered in the name of made by the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (A) all voting, corporate and other rights pertaining to such shares of the Pledged Stock at any meeting of shareholders of the applicable Issuer or otherwise and (B) any and all rights of conversion, exchange, subscription, and any other rights, privileges or options pertaining to such shares of the Pledged Stock as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Stock upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of the applicable Issuer, or upon the exercise by the Pledgor or the Administrative Agent of any right, privilege or option pertaining to such shares of the Pledged Stock, and in connection therewith, the right to deposit and deliver any and all of the Pledged Stock with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to the Pledgor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doingAgent.
(b) The rights of Borrower hereby grants to the Administrative Agent an irrevocable power of attorney, with full power of substitution, coupled with an interest, to take in the name of the Borrower, following the occurrence and during the Lenders hereunder shall not be conditioned continuance of an Event of Termination or contingent upon the pursuit by at any time after the Administrative Agent exercises its rights under Section 6.03(a), any and all steps which are necessary or advisable to endorse, negotiate or otherwise realize on any Lender writing or other right of any right or remedy against the Pledgor or against kind in connection with any other Person which may be or become liable in respect Receivable, Letter of all or any part of the Obligation or against any collateral security therefor, guarantee therefor or right of offset with respect thereto. Neither the Administrative Agent nor any Lender shall be liable for any failure to demand, collect or realize upon all or any part of the Credit Collateral or for any delay in doing so, nor shall the Administrative Agent be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Pledgor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereofCollateral.
(c) Pledgor agrees to cooperate with and assist At any time after the Closing Date, the Administrative Agent may, and Lenders upon the request of any Managing Agent shall, direct the Borrower to establish the Collection Account at an Eligible Institution (the “Collection Account Bank”). The Borrower shall cause the Collection Account Bank to agree in connection writing that the Administrative Agent shall have exclusive dominion and control over the Collection Account and that the Collection Account Bank will comply with any filings instructions originated by the Administrative Agent directing disposition of the funds in the Collection Account without further consent by the Borrower; provided, that until the Administrative Agent provides such instructions to the Collection Account Bank (in accordance with Section 6.03(a)), the Collection Account Bank shall be with, entitled to comply with instructions originated by the Servicer directing disposition of the funds in the Collection Account without further consent by the Borrower or approvals required from, any Insurance Regulators or other Governmental Authoritiesthe Administrative Agent.
Appears in 3 contracts
Samples: Loan and Servicing Agreement (Newell Brands Inc.), Loan and Servicing Agreement (Newell Brands Inc), Loan and Servicing Agreement (Newell Brands Inc)
Rights of the Administrative Agent. (a) If an Event of Default shall occur and be continuing and the Administrative Agent shall give notice of its intent to exercise such rights to the Pledgor, and subject to the receipt of any applicable approvals from Insurance Regulators, and compliance by Administrative Agent and Lenders with any applicable filing or other requirements of the applicable Insurance RegulatorsPledgors, (i) the Administrative Agent shall have the right to receive any and all cash dividends paid in respect of the Pledged Stock and partnership and or membership distributions distributions, as applicable, in respect of the Partnership Partnership/LLC Interests and make application thereof to the Obligation Obligations in the order set forth in SECTION 11.8 Section 11.4 of the Credit Agreement and (ii) all shares of the Pledged Stock and the Partnership/LLC Interests shall be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (A) all voting, corporate corporate, partnership, membership and other rights pertaining to such shares of the Pledged Stock or Partnership/LLC Interests at any meeting of shareholders shareholders, partners or members of the applicable Issuer or Partnership/LLC or otherwise and (B) any and all rights of conversion, exchange, subscription, subscription and any other rights, privileges or options pertaining to such shares of the Pledged Stock or Partnership/LLC Interests as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Stock or Partnership/LLC Interests upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of the applicable IssuerIssuer or Partnership/LLC, or upon the exercise by the Pledgor Pledgors or the Administrative Agent of any right, privilege or option pertaining to such shares of the Pledged StockStock or the Partnership/LLC Interests, and in connection therewith, the right to deposit and deliver any and all of the Pledged Stock or the Partnership/LLC Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to the Pledgor Pledgors to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. In furtherance thereof, each Pledgor hereby authorizes and instructs each Issuer or Partnership/LLC with respect to any Collateral consisting of Pledged Stock or Partnership/LLC Interests to (i) comply with any instruction received by it from the Administrative Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Pledge Agreement, without any other or further instructions from such Pledgor, and each Pledgor agrees that each Issuer or Partnership/LLC shall be fully protected in so complying, and (ii) upon and during the continuance of an Event of Default, if requested by the Administrative Agent, pay any dividends, distributions or other payments with respect to any Pledged Stock or Partnership/LLC Interests directly to the Administrative Agent.
(b) The rights of the Administrative Agent and the Lenders hereunder shall not be conditioned or contingent upon the pursuit by the Administrative Agent or any Lender of any right or remedy against the Pledgor Pledgors or against any other Person which may be or become liable in respect of all or any part of the Obligation Obligations or against any collateral security therefor, guarantee therefor thereof or right of offset with respect thereto. Neither the Administrative Agent nor any Lender shall 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 Administrative Agent be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Pledgor Pledgors or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof.
(c) Pledgor agrees to cooperate with and assist Administrative Agent and Lenders in connection with any filings to be with, or approvals required from, any Insurance Regulators or other Governmental Authorities.
Appears in 3 contracts
Samples: Pledge Agreement (Blackbaud Inc), Pledge Agreement (Blackbaud Inc), Pledge Agreement (Blackbaud Inc)
Rights of the Administrative Agent. (a) If an Event of Default shall occur and be continuing and the Administrative Agent shall give notice of its intent to exercise such rights to the Pledgor, and subject to the receipt of any applicable approvals from Insurance Regulators, and compliance by Administrative Agent and Lenders with any applicable filing or other requirements of the applicable Insurance Regulators, (i) the Administrative Agent shall have the right to receive any and all cash dividends paid in respect of the Pledged Stock and partnership and membership distributions in respect of the Partnership Interests and make application thereof to the Obligation Secured Obligations, in the order set forth in SECTION 11.8 Section 10 of the Credit Security Agreement and (ii) all shares of the Pledged Stock shall be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (A) all voting, corporate and other rights pertaining to such shares of the Pledged Stock at any meeting of shareholders of the applicable Issuer or otherwise and (B) any and all rights of conversion, exchange, subscription, subscription and any other rights, privileges or options pertaining to such shares of the Pledged Stock as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Stock upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of the applicable Issuer, or upon the exercise by the Pledgor or the Administrative Agent of any right, privilege or option pertaining to such shares of the Pledged Stock, and in connection therewith, the right to deposit and deliver any and all of the Pledged Stock with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to the Pledgor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.
(b) The rights of the Administrative Agent and the Lenders hereunder shall not be conditioned or contingent upon the pursuit by the Administrative Agent or any Lender of any right or remedy against the Pledgor or against any other Person which may be or become liable in respect of all or any part of the Obligation Secured Obligations or against any collateral security therefor, guarantee therefor or right of offset with respect thereto. Neither the Administrative Agent nor any Lender shall 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 Administrative Agent be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Pledgor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof.
(c) Pledgor agrees to cooperate with and assist Administrative Agent and Lenders in connection with any filings to be with, or approvals required from, any Insurance Regulators or other Governmental Authorities.
Appears in 3 contracts
Samples: Pledge Agreement (Acc Corp), Pledge Agreement (Acc Corp), Pledge Agreement (Acc Corp)
Rights of the Administrative Agent. (a) If an Event of Default shall occur and be continuing and the Administrative Agent shall give notice of its intent to exercise such rights to the Pledgor, and subject to the receipt of any applicable approvals from Insurance Regulators, and compliance by Administrative Agent and Lenders with any applicable filing or other requirements of the applicable Insurance RegulatorsPledgors, (i) the Administrative Agent shall have the right to receive any and all cash dividends paid in respect of the Pledged Stock and partnership and or membership distributions distributions, as applicable, in respect of the Partnership Partnership/LLC Interests and make application thereof to the Obligation Obligations in the order set forth in SECTION 11.8 Section 11.4 of the Credit Agreement and (ii) all shares of the Pledged Stock and the Partnership/LLC Interests shall be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (A) all voting, corporate corporate, partnership, membership and other rights pertaining to such shares of the Pledged Stock or Partnership/LLC Interests at any meeting of shareholders shareholders, partners or members of the applicable Issuer or Partnership/LLC or otherwise and (B) any and all rights of conversion, exchange, subscription, subscription and any other rights, privileges or options pertaining to such shares of the Pledged Stock or Partnership/LLC Interests as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Stock or Partnership/LLC Interests upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of the applicable IssuerIssuer or Partnership/LLC, or upon the exercise by the Pledgor Pledgors or the Administrative Agent of any right, privilege or option pertaining to such shares of the Pledged StockStock or the Partnership/LLC Interests, and in connection therewith, the right to deposit and deliver any and all of the Pledged Stock or the Partnership/LLC Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to the Pledgor Pledgors to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. In furtherance thereof, each Pledgor hereby authorizes and instructs each Issuer or Partnership/LLC with respect to any Collateral consisting of Pledged Stock or Partnership/LLC Interests to (i) comply with any instruction received by it from the Administrative Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Pledge Agreement, without any other or further instructions from such Pledgor, and each Pledgor agrees that each Issuer or Partnership/LLC shall be fully protected in so complying, and (ii) upon and during the continuance of an Event of Default, if requested by the Administrative Agent, pay any dividends, distributions or other payments with respect to any Pledged Stock or Partnership/LLC Interests directly to the Administrative Agent.
(b) The rights of the Administrative Agent and the Lenders Secured Parties hereunder shall not be conditioned or contingent upon the pursuit by the Administrative Agent or any Lender Secured Party of any right or remedy against the Pledgor Pledgors or against any other Person which may be or become liable in respect of all or any part of the Obligation Obligations or against any collateral security therefor, guarantee therefor thereof or right of offset with respect thereto. Neither the Administrative Agent nor any Lender Secured Party shall 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 Administrative Agent be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Pledgor Pledgors or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof.
(c) Pledgor agrees to cooperate with and assist Administrative Agent and Lenders in connection with any filings to be with, or approvals required from, any Insurance Regulators or other Governmental Authorities.
Appears in 3 contracts
Samples: Pledge Agreement, Pledge Agreement (Blackbaud Inc), Credit Agreement (Blackbaud Inc)
Rights of the Administrative Agent. (a) If an Event of Default shall occur and be continuing and the Administrative Agent shall give notice of its intent to exercise such rights to the Pledgor, and subject to the receipt of any applicable approvals from Insurance Regulators, and compliance by Administrative Agent and Lenders with any applicable filing or other requirements of the applicable Insurance Regulatorscontinuing, (i) the Administrative Agent shall have the right to receive and shall receive any and all cash dividends distributions paid in respect of the Pledged Stock and partnership and membership distributions in respect of the Partnership Interests and make application thereof to the Obligation Obligations in the such order set forth in SECTION 11.8 of the Credit Agreement as it may determine, and (ii) to the extent permitted by applicable law, all shares or certificates of or evidencing the Pledged Stock Interests shall be registered in the name of the Administrative Agent or its nominee, and (whether or not so registered) the Administrative Agent or its nominee may thereafter exercise (A) all voting, corporate partnership and other rights pertaining to such shares of the Pledged Stock at any meeting of shareholders of the applicable Issuer or otherwise Interests and (B) any and all rights of conversion, exchange, subscription, subscription and any other rights, privileges or options pertaining to such shares of the Pledged Stock Interests as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Stock Interests upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate partnership structure of the applicable IssuerPartnership, or upon the exercise by the Pledgor or the Administrative Agent of any right, privilege or option pertaining to such shares or certificates of or evidencing the Pledged StockInterests, and in connection therewith, the right to deposit and deliver any and all of the Pledged Stock Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to the Pledgor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.
(b) The rights of the Administrative Agent and the Lenders hereunder shall not be conditioned or contingent upon the pursuit by the Administrative Agent or any Lender of any right or remedy against the Pledgor Borrowers, or against any other Person which may be or become liable in respect of all or any part of the Obligation Obligations or against any other collateral security therefor, guarantee therefor thereof or right of offset with respect thereto. Neither the The Administrative Agent nor any 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 Administrative Agent it be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Pledgor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof.
(c) Pledgor agrees to cooperate with and assist Administrative Agent and Lenders in connection with any filings to be with, or approvals required from, any Insurance Regulators or other Governmental Authorities.
Appears in 2 contracts
Samples: Security and Pledge Agreement (RFS Partnership Lp), Security and Pledge Agreement (RFS Partnership Lp)
Rights of the Administrative Agent. (a) If an Event of Default shall occur and be continuing and the Administrative Agent shall give notice of its intent to exercise such rights to the Pledgor, and subject to the receipt of any applicable approvals from Insurance Regulators, and compliance by Administrative Agent and Lenders with any applicable filing or other requirements of the applicable Insurance Regulatorscontinuing, (i) the Administrative Agent shall have the right to receive and shall receive any and all cash dividends distributions paid in respect of the Pledged Stock and partnership and membership distributions in respect of the Partnership Interests and make application thereof to the Obligation Obligations in the such order set forth in SECTION 11.8 of the Credit Agreement as it may determine, and (ii) to the extent permitted by applicable law, all shares or certificates of or evidencing the Pledged Stock Interests shall be registered in the name of the Administrative Agent or its nominee, and (whether or not so registered) the Administrative Agent or its nominee may thereafter exercise (A) all voting, corporate membership and other rights pertaining to such shares of the Pledged Stock at any meeting of shareholders of the applicable Issuer or otherwise Interests and (B) any and all rights of conversion, exchange, subscription, subscription and any other rights, privileges or options pertaining to such shares of the Pledged Stock Interests as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Stock Interests upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate organizational structure of the applicable IssuerLLC, or upon the exercise by the Pledgor or the Administrative Agent of any right, privilege or option pertaining to such shares or certificates of or evidencing the Pledged StockInterests, and in connection therewith, the right to deposit and deliver any and all of the Pledged Stock Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to the Pledgor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.
(b) The rights of the Administrative Agent and the Lenders hereunder shall not be conditioned or contingent upon the pursuit by the Administrative Agent or any Lender of any right or remedy against the Pledgor LLC, or against any other Person which may be or become liable in respect of all or any part of the Obligation Obligations or against any other collateral security therefor, guarantee therefor thereof or right of offset with respect thereto. Neither the The Administrative Agent nor any 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 Administrative Agent it be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Pledgor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof.
(c) Pledgor agrees to cooperate with and assist Administrative Agent and Lenders in connection with any filings to be with, or approvals required from, any Insurance Regulators or other Governmental Authorities.
Appears in 2 contracts
Samples: Security and Pledge Agreement (RFS Partnership Lp), Security and Pledge Agreement (RFS Partnership Lp)
Rights of the Administrative Agent. (a) If an Event of Default shall occur and be continuing and the Administrative Agent shall give notice of its intent to exercise such rights to the Pledgor, and subject to the receipt of any applicable approvals from Insurance Regulators, and compliance by Administrative Agent and Lenders with any applicable filing or other requirements of the applicable Insurance Regulators, (i) the Administrative Agent shall have the right to receive any and all cash dividends paid in respect of the Pledged Stock and partnership and membership distributions in respect of the Partnership Interests and make application thereof to the Obligation Obligations in the order set forth in SECTION 11.8 Section 10 of the Credit Security Agreement and (ii) all shares of the Pledged Stock shall be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (A) all voting, corporate and other rights pertaining to such shares of the Pledged Stock at any meeting of shareholders of the applicable Issuer or otherwise and (B) any and all rights of conversion, exchange, subscription, subscription and any other rights, privileges or options pertaining to such shares of the Pledged Stock as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Stock upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of the applicable Issuer, or upon the exercise by the Pledgor or the Administrative Agent of any right, privilege or option pertaining to such shares of the Pledged Stock, and in connection therewith, the right to deposit and deliver any and all of the Pledged Stock with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to the Pledgor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.
(b) The rights of the Administrative Agent and the Lenders hereunder shall not be conditioned or contingent upon the pursuit by the Administrative Agent or any Lender of any right or remedy against the Pledgor or against any other Person which may be or become liable in respect of all or any part of the Obligation Obligations or against any collateral security therefor, guarantee therefor or right of offset with respect thereto. Neither the Administrative Agent nor any Lender shall 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 Administrative Agent be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Pledgor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof.
(c) Pledgor agrees to cooperate with and assist Administrative Agent and Lenders in connection with any filings to be with, or approvals required from, any Insurance Regulators or other Governmental Authorities.
Appears in 2 contracts
Samples: Pledge Agreement (Acc Corp), Pledge Agreement (Acc Corp)
Rights of the Administrative Agent. (a) If an Event of Default shall occur and be continuing and the Administrative Agent shall give notice of its intent to exercise such rights to the Pledgor, and subject to the receipt of any applicable approvals from Insurance Regulators, and compliance by Administrative Agent and Lenders with any applicable filing or other requirements of the applicable Insurance Regulatorscontinuing, (i) the Administrative Agent shall have the right to receive and shall receive any and all cash dividends distributions paid in respect of the Pledged Stock and partnership and membership distributions in respect of the Partnership Interests and make application thereof to the Obligation Obligations in the such order set forth in SECTION 11.8 of the Credit Agreement as it may determine, and (ii) to the extent permitted by applicable law, all shares or certificates of or evidencing the Pledged Stock Interests shall be registered in the name of the Administrative Agent or its nominee, and (whether or not so registered) the Administrative Agent or its nominee may thereafter exercise (A) all voting, corporate membership and other rights pertaining to such shares of the Pledged Stock at any meeting of shareholders of the applicable Issuer or otherwise Interests and (B) any and all rights of conversion, exchange, subscription, subscription and any other rights, privileges or options pertaining to such shares of the Pledged Stock Interests as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Stock Interests upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of the applicable IssuerCorporation, or upon the exercise by the Pledgor or the Administrative Agent of any right, privilege or option pertaining to such shares or certificates of or evidencing the Pledged StockInterests, and in connection therewith, the right to deposit and deliver any and all of the Pledged Stock Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to the Pledgor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.
(b) The rights of the Administrative Agent and the Lenders hereunder shall not be conditioned or contingent upon the pursuit by the Administrative Agent or any Lender of any right or remedy against the Pledgor Borrowers, or against any other Person which may be or become liable in respect of all or any part of the Obligation Obligations or against any other collateral security therefor, guarantee therefor thereof or right of offset with respect thereto. Neither the The Administrative Agent nor any 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 Administrative Agent it be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Pledgor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof.
(c) Pledgor agrees to cooperate with and assist Administrative Agent and Lenders in connection with any filings to be with, or approvals required from, any Insurance Regulators or other Governmental Authorities.
Appears in 2 contracts
Samples: Security and Pledge Agreement (RFS Partnership Lp), Security and Pledge Agreement (RFS Partnership Lp)
Rights of the Administrative Agent. (a) If an Event of Default shall occur and be continuing and the Administrative Agent shall give notice of its intent to exercise such rights to the any Pledgor, and subject to the receipt of any applicable approvals from Insurance Regulators, and compliance by Administrative Agent and Lenders with any applicable filing or other requirements of the applicable Insurance Regulators, : (i) the Administrative Agent shall have the right to receive any and all cash dividends or other cash distributions paid in respect of the Pledged Stock and partnership and membership distributions in Collateral (except with respect of the Partnership Interests to ULC Interests) and make application thereof to the Obligation Obligations in the order set forth provided in SECTION 11.8 of the Credit Agreement Section 8(a) and (ii) (except with respect to ULC Interests) at the request of the Administrative Agent, all shares of the Pledged Stock Stock, all Pledged LLC Interests and all Pledged Partnership Interests shall be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (A) all voting, corporate and or other rights pertaining to such shares of the Pledged Stock at any meeting of shareholders of any of the Issuers or otherwise; (B) all members rights, powers and privileges with respect to the Pledged LLC Interests to the same extent as a member under the applicable Issuer or otherwise Limited Liability Company Agreement; (C) all partnership rights, powers and privileges with respect to the Pledged Partnership Interests to the same extent as a partner under the applicable Partnership Agreement; and (BD) any and all rights of conversion, exchange, subscription, subscription and any other rights, privileges or options pertaining to such shares of the Pledged Stock Collateral as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Stock Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or company structure of any of the applicable IssuerIssuers, or upon the exercise by the any Pledgor or the Administrative Agent of any right, privilege or option pertaining to such shares or interests of the Pledged StockCollateral, and in connection therewith, the right to deposit and deliver any and all of the Pledged Stock Collateral with any committee, depositarydepository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to the Pledgor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. Except upon the exercise of rights to sell or otherwise dispose of ULC Interests following the occurrence and during the continuance of an Event of Default hereunder, no Guarantor shall cause or permit, or enable any Unlimited Liability Company in which it holds ULC Interests to cause or permit, the Administrative Agent or any of the Lenders to (a) be registered as shareholders or members of such Unlimited Liability Company; (b) have any notation entered in its favour in the share register of such Unlimited Liability Company; (c) be held out as a shareholder or member of such Unlimited Liability Company; (d) receive, directly or indirectly, any dividends, property or other distributions from such Unlimited Liability Company by reason of the Administrative Agent holding a security interest in such Unlimited Liability Company; or (e) act as a shareholder or member of such Unlimited Liability Company, or exercise any rights of a shareholder or member of such Unlimited Liability Company including the right to attend a meeting of, or to vote the shares of, such Unlimited Liability Company.
(b) The rights of the Administrative Agent and the Lenders hereunder shall not be conditioned or contingent upon the pursuit by the Administrative Agent or any Lender of any right or remedy against any of the Pledgor Issuers or against any other Person which may be or become liable in respect of all or any part of the Obligation Obligations or against any other collateral security therefor, guarantee therefor thereof or right of offset with respect thereto. Neither the The Administrative Agent nor any Lender shall not be liable for any failure to demand, collect or realize upon all or any part of the Pledged Collateral or for any delay in doing so, nor shall the Administrative Agent it be under any obligation to sell or otherwise dispose of any Pledged Collateral upon the request of the any Pledgor or any other Person or to take any other action whatsoever with regard to the Pledged Collateral or any part thereof.
(c) Pledgor agrees to cooperate with and assist Administrative Agent and Lenders in connection with any filings to be with, or approvals required from, any Insurance Regulators or other Governmental Authorities.
Appears in 2 contracts
Samples: Credit Agreement (Sprague Resources LP), Credit Agreement
Rights of the Administrative Agent. (a) If an Event of Default shall occur and be continuing and the Administrative Agent shall give notice of its intent to exercise such rights to the Pledgor, and subject to the receipt of any applicable approvals from Insurance Regulators, and compliance by Administrative Agent and Lenders with any applicable filing or other requirements of the applicable Insurance Regulators, (i) the Administrative Agent shall have the right to receive any and all cash dividends paid in respect of the Pledged Stock and partnership and membership distributions in respect of the Partnership Interests and make application thereof to the Obligation Obligations in the order set forth in SECTION 11.8 of the Credit Agreement and (ii) all shares of the Pledged Stock shall be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise exercise, in a commercially reasonable manner but otherwise in its discretion, (A) all voting, corporate and other rights pertaining to such shares of the Pledged Stock at any meeting of shareholders of the applicable Issuer or otherwise and (B) any and all rights of conversion, exchange, subscription, subscription and any other rights, privileges or options pertaining to such shares of the Pledged Stock as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Stock upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of the applicable Issuer, or upon the exercise by the Pledgor or the Administrative Agent of any right, privilege or option pertaining to such shares of the Pledged Stock, and in connection therewith, the right to deposit and deliver any and all of the Pledged Stock with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to the Pledgor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.
(b) The rights of the Administrative Agent and the Lenders hereunder shall not be conditioned or contingent upon the pursuit by the Administrative Agent or any Lender of any right or remedy against the Pledgor Borrower or against any other Person which may be or become liable in respect of all or any part of the Obligation Obligations or against any collateral security therefor, guarantee therefor or right of offset with respect thereto. Neither the Administrative Agent nor any Lender shall 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 Administrative Agent be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Pledgor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof.
(c) Pledgor agrees to cooperate with and assist Administrative Agent and Lenders in connection with any filings to be with, or approvals required from, any Insurance Regulators or other Governmental Authorities.
Appears in 1 contract
Samples: Credit Agreement (RCN Corp /De/)
Rights of the Administrative Agent. (a) If an Event of Default shall occur and be continuing and the Administrative Agent shall give notice of its intent to exercise such rights to the Pledgor, and subject to the receipt of any applicable approvals from Insurance Regulators, and compliance by Administrative Agent and Lenders with any applicable filing or other requirements of the applicable Insurance Regulators, (i) the Administrative Agent shall have the right to receive any and all cash dividends paid in respect of the Pledged Stock and or partnership and membership distributions in respect of the Partnership Partnership/LLC Interests and make application thereof to the Obligation Obligations in the order set forth in SECTION 11.8 of the Credit Agreement accordance with Paragraph 15 hereof and (ii) all shares of the Pledged Stock and the Partnership/LLC Interests represented by instruments shall be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (A) all voting, corporate corporate, partnership, membership and other rights pertaining to such shares of the Pledged Stock Collateral at any meeting of shareholders shareholders, partners or members of the applicable Issuer entity or otherwise and (B) any and all rights of conversion, exchange, subscription, subscription and any other rights, privileges or options pertaining to such shares of the Pledged Stock Collateral as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Stock Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of the applicable Issuerentity, or upon the exercise by the relevant Pledgor or the Administrative Agent of any right, privilege or option pertaining to such shares of the Pledged StockCollateral, and in connection therewith, the right to deposit and deliver any and all of the Pledged Stock Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to the any Pledgor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.
(b) The rights of the Administrative Agent and Agent, the Lenders and Infogrames U.S. hereunder shall not be conditioned or contingent upon the pursuit by the Administrative Agent or Agent, any Lender or Infogrames U.S. of any right or remedy against the any Pledgor or against any other Person which may be or become liable in respect of all or any part of the Obligation Obligations, or against any collateral security therefor, guarantee therefor thereof or right of offset with respect thereto. Neither None of the Administrative Agent nor Agent, any Lender or Infogrames U.S. shall 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 Administrative Agent be under any obligation to sell or otherwise dispose of any Collateral upon the request of the any Pledgor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof.
(c) Pledgor agrees to cooperate with and assist Administrative Agent and Lenders in connection with any filings to be with, or approvals required from, any Insurance Regulators or other Governmental Authorities.
Appears in 1 contract
Rights of the Administrative Agent. (a) If an Event The execution of Default shall occur this Assignment constitutes and be continuing evidences the irrevocable consent of Borrower to the entry upon and taking possession of the Project by the Administrative Agent shall give notice and the exercise by the Administrative Agent of its intent to exercise such the rights and powers granted pursuant hereto, including, without limitation, those set forth in clauses (i) through (viii) below, regardless of whether foreclosure has been instituted pursuant to the PledgorAssignment and without applying for a receiver. Such assignment shall include, and subject to the receipt of any applicable approvals from Insurance Regulators, and compliance by Administrative Agent and Lenders with any applicable filing or other requirements of the applicable Insurance Regulators, without limitation:
(i) the Administrative Agent shall have the immediate and continuing right to receive and collect all amounts payable by all Tenants, including, without limitation, (A) all Rents, (B) all damages or other amounts payable in the event of any expiration or termination of any Lease pursuant to the terms thereof, by operation of law or otherwise, (C) any indemnification against, or reimbursement for, sums paid and all cash dividends paid costs and expenses incurred by Borrower under any Lease or otherwise, (D) any award in respect the event of the Pledged Stock bankruptcy of any Tenant or guarantor of a Lease, and partnership and membership distributions in (E) all security deposits, other security instruments, other deposits or prepayments with respect of the Partnership Interests and make application thereof to the Obligation in the order set forth in SECTION 11.8 of the Credit Agreement and any such Leases;
(ii) all shares claims, rights, powers, privileges and remedies of Borrower, whether provided for in any Lease or arising by statute or at law or in equity or otherwise, consequent on any failure on the Pledged Stock part of any Tenant to perform or comply with any term of any Lease;
(iii) all right to take all action upon the happening of a default under any Lease as shall be registered in the name of the Administrative Agent permitted by any Lease or its nomineeby law, and the Administrative Agent or its nominee may thereafter exercise (A) all voting, corporate and other rights pertaining to such shares of the Pledged Stock at any meeting of shareholders of the applicable Issuer or otherwise and (B) any and all rights of conversion, exchange, subscription, and any other rights, privileges or options pertaining to such shares of the Pledged Stock as if it were the absolute owner thereof (including, without limitation, the right commencement, conduct and consummation of proceedings at law or in equity;
(iv) the full power and authority, in the name of Borrower, or otherwise, to exchange at its discretion enforce, collect, receive and make receipt for any and all of the Pledged Stock upon foregoing and to do any and all other acts and things whatsoever which Borrower, or any landlord is or may be entitled to do under any Lease;
(v) the mergerfull power and authority, consolidationin the name of Borrower, reorganizationor otherwise, recapitalization to enforce any Lease, including the right to settle, compromise, release, extend the time of payment of, and make allowances, adjustments and discounts of any Rents or other fundamental change obligations under the Leases;
(vi) the full power and authority, in the corporate structure name of the applicable IssuerBorrower, or upon otherwise, to notify any Person that the exercise by the Pledgor or Leases have been assigned to the Administrative Agent of any rightand that all Rents are to be paid directly to the Administrative Agent, privilege whether or option pertaining to such shares not the Administrative Agent has commenced or completed foreclosure or taken possession of the Pledged StockProject;
(vii) the full power and authority, and in connection therewiththe name of Borrower, or otherwise, to lease the Project; and
(viii) the right to deposit and deliver any and all apply the Rents to the payment of the Pledged Stock Obligations (as such term is defined in the Mortgage) in accordance with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to the Pledgor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doingLoan Agreement.
(b) The rights During the term hereof, all rights, powers and privileges of the Administrative Agent herein set forth are coupled with an interest and are irrevocable, subject to the Lenders hereunder shall terms and conditions hereof, and Borrower will not be conditioned take any action under any Lease or contingent upon the pursuit by the Administrative Agent otherwise which is inconsistent with this Assignment or any Lender of the terms hereof or thereof and any such action inconsistent herewith or therewith shall, to the fullest extent permitted by Applicable Law, be void. Any further assignment of any right rents, issues, or remedy against profits from the Pledgor or against any other Person which may be or become liable in respect of all or any part of the Obligation or against any collateral security therefor, guarantee therefor or right of offset with respect thereto. Neither the Administrative Agent nor any Lender Project shall 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 Administrative Agent be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Pledgor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereoffullest extent permitted by law be void.
(c) Pledgor Borrower shall have all the right to enter into new leases or modify existing leases as provided in the Loan Agreement. Borrower hereby agrees that it will not, unilaterally or by agreement, (i) except as otherwise expressly permitted in the Loan Agreement, subordinate, amend, modify, extend, discharge, terminate, surrender, waive or otherwise change any term of any Lease in any manner which would violate this Assignment, the Loan Agreement or the other Loan Documents or (ii) except for security deposits, accept a prepayment of Rent in excess of Rent for one month. If any Lease shall be amended as permitted hereby, such Lease shall continue to cooperate with and assist be subject to the provisions hereof without the necessity of any further act by any of the parties hereto, subject to the provisions of any non-disturbance agreement which the Administrative Agent and Lenders may have granted in connection accordance with any filings to be with, or approvals required from, any Insurance Regulators or other Governmental Authoritiesthe provisions of this Assignment.
Appears in 1 contract
Samples: Assignment of Leases and Rents (Glimcher Realty Trust)
Rights of the Administrative Agent. Each Guarantor authorizes the Administrative Agent, on behalf of the Lenders, to perform any or all of the following acts at any time in their sole discretion, all without notice to the Guarantors and without affecting the payment and performance of the Guaranteed Obligations by the Guarantors:
(a) If an Event of Default shall occur and be continuing and the Administrative Agent shall give notice of its intent to exercise such rights to the Pledgor, and subject to the receipt of any applicable approvals from Insurance Regulators, and compliance by The Administrative Agent and the Lenders with may alter any applicable filing or other requirements terms of the applicable Insurance RegulatorsLoan Documents to which the Guarantors are not a party, (i) including renewing, compromising, extending, enforcing or accelerating, or otherwise changing the Administrative Agent shall have time for payment of, or increasing or decreasing the right to receive rate of interest on, the Loans or any and all cash dividends paid in respect part of them or increasing or decreasing the amount of the Pledged Stock and partnership and membership distributions in respect of the Partnership Interests and make application thereof to the Obligation in the order set forth in SECTION 11.8 of the Credit Agreement and (ii) all shares of the Pledged Stock shall be registered in the name of the Administrative Agent Loans or its nominee, and the Administrative Agent or its nominee may thereafter exercise (A) all voting, corporate and other rights pertaining to such shares of the Pledged Stock at any meeting of shareholders of the applicable Issuer or otherwise and (B) any and all rights of conversion, exchange, subscription, and any other rights, privileges or options pertaining to such shares of fees payable under the Pledged Stock as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Stock upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of the applicable Issuer, or upon the exercise by the Pledgor or the Administrative Agent of any right, privilege or option pertaining to such shares of the Pledged Stock, and in connection therewith, the right to deposit and deliver any and all of the Pledged Stock with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to the Pledgor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doingLoan Documents.
(b) The rights Administrative Agent and the Lenders may take and hold security for the Loans, the Letters of Credit and the Borrower's other obligations under the Credit Agreement, the Sponsors' obligations under the Keep-Well Agreement and the Guaranteed Obligations under this Completion Guaranty, accept additional or substituted security for any of the foregoing, and subordinate, exchange, enforce, waive, release, compromise, fail to perfect and sell or otherwise dispose of any such security.
(c) The Administrative Agent and the Lenders may direct the order and manner of any sale of all or any part of any security now or later to be held for the Loans, the Letters of Credit, this Completion Guaranty or any of the other Loan Documents, and may also bid at any such sale.
(d) The Administrative Agent and the Lenders may apply any payments or recoveries from the Borrower, any Guarantor, any Sponsor or any other source, and any proceeds of any security, to the Borrower's obligations under the Loan Documents and/or the Guaranteed Obligations under this Completion Guaranty in such manner, order and priority as they may elect, whether or not those Guaranteed Obligations are supported by this Completion Guaranty or secured at the time of the application.
(e) The Administrative Agent and the Lenders may release the Borrower of its liability for the Obligations under the Credit Agreement or any portion thereof.
(f) The Administrative Agent and the Lenders may substitute, add or release any one or more Guarantors or endorsers.
(g) In addition to the Obligations under the Credit Agreement, the Administrative Agent and the Lenders hereunder shall not be conditioned or contingent upon may extend other credit to the pursuit by the Administrative Agent or Borrower, its Affiliates and any Lender of any right or remedy against the Pledgor or against any other Person which may be or become liable in respect of all or any part of the Obligation or against Guarantors and any collateral security therefor, guarantee therefor or right of offset with respect thereto. Neither the Administrative Agent nor any Lender shall be liable for any failure to demand, collect or realize upon all or any part of the Collateral Sponsors or their respective Affiliates and may take and hold security for any delay in doing sothe credit so extended, nor shall all without affecting the Administrative Agent be Guarantors' liability under any obligation to sell or otherwise dispose of any Collateral upon the request of the Pledgor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereofthis Completion Guaranty.
(ch) Pledgor agrees to cooperate with and assist The Administrative Agent and the Lenders in connection with may change the terms or conditions of disbursement of the Loans or the issuance of the Letters of Credit.
(i) The Administrative Agent and the Lenders may advance additional funds to the Borrower for any filings to be with, or approvals required from, any Insurance Regulators or other Governmental Authoritiespurpose.
Appears in 1 contract
Samples: Completion Guaranty (Aladdin Gaming Enterprises Inc)
Rights of the Administrative Agent. (a) If an Event of Default shall occur and be continuing and the Administrative Agent shall give notice of its intent to exercise such rights to the Pledgor, and subject to the receipt of any applicable approvals from Insurance Regulators, and compliance by Administrative Agent and Lenders with any applicable filing or other requirements of the applicable Insurance RegulatorsPledgors, (i) the Administrative Agent shall have the right to receive any and all cash dividends paid in respect of the Pledged Stock and partnership and or membership distributions distributions, as applicable, in respect of the Partnership Partnership/LLC Interests and make application thereof to the Obligation Obligations in the order set forth in SECTION 11.8 Section 11.4 of the Credit Agreement and (ii) all shares of the Pledged Stock and the Partnership/LLC Interests shall be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (A) all voting, corporate corporate, partnership, membership and other rights pertaining to such shares of the Pledged Stock or Partnership/LLC Interests at any meeting of shareholders shareholders, partners or members of the applicable Issuer or Partnership/LLC or otherwise and (B) any and all rights of conversion, exchange, subscription, subscription and any other rights, privileges or options pertaining to such shares of the Pledged Stock or Partnership/LLC Interests as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Stock or Partnership/LLC Interests upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of the applicable IssuerIssuer or Partnership/LLC, or upon the exercise by the Pledgor Pledgors or the Administrative Agent of any right, privilege or option pertaining to such shares of the Pledged StockStock or the Partnership/LLC Interests, and in connection therewith, the right to deposit and deliver any and all of the Pledged Stock or the Partnership/LLC Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to the Pledgor Pledgors to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. In furtherance thereof, each Pledgor hereby authorizes and instructs each Issuer or Partnership/LLC with respect to any Collateral consisting of Pledged Stock or Partnership/LLC Interests to (i) comply with any instruction received by it from the Administrative Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Pledge Agreement, without any other or further instructions from such Pledgor, and each Pledgor agrees that each Issuer or Partnership/LLC shall be fully protected in so complying, and (ii) upon and during the continuance of an Event of Default, if requested by the Administrative Agent, pay any dividends, distributions or other payments with respect to any Pledged Stock or Partnership/LLC Interests directly to the Administrative Agent.
(b) The rights of the Administrative Agent and the Lenders Secured Parties hereunder shall not be conditioned or contingent upon the pursuit by the Administrative Agent or any Lender Secured Party of any right or remedy against the Pledgor Pledgors or against any other Person which may be or become liable in respect of all CHAR2\0000000x0 or any part of the Obligation Obligations or against any collateral security therefor, guarantee therefor thereof or right of offset with respect thereto. Neither the Administrative Agent nor any Lender Secured Party shall 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 Administrative Agent be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Pledgor Pledgors or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof.
(c) Pledgor agrees to cooperate with and assist Administrative Agent and Lenders in connection with any filings to be with, or approvals required from, any Insurance Regulators or other Governmental Authorities.
Appears in 1 contract
Samples: Pledge Agreement (Blackbaud Inc)
Rights of the Administrative Agent. (a) All money Proceeds received by the Administrative Agent hereunder shall be held by the Administrative Agent for the benefit of the Lenders and the Issuing Lender in a Collateral Account. All Proceeds while held by the Administrative Agent in a Collateral Account (or by the Pledgors in trust for the Administrative Agent and the Lenders and the Issuing Lender) shall continue to be held as collateral security for all the Secured Obligations and shall not constitute payment thereof until applied as provided in Section 8(a).
(b) If an Event of Default shall occur and be continuing and the Administrative Agent shall give notice of its intent to exercise such rights to the Pledgor, and subject to the receipt of any applicable approvals from Insurance Regulators, and compliance by Administrative Agent and Lenders with any applicable filing or other requirements of the applicable Insurance Regulators, Pledgors: (i) the Administrative Agent shall have the right to receive any and all cash dividends paid in respect of the Pledged Stock and partnership and membership distributions in respect of the Partnership Interests and make application thereof to the Obligation Secured Obligations in the such order set forth in SECTION 11.8 of the Credit Agreement as it may determine, and (ii) at the request of the Administrative Agent, all shares of the Pledged Stock Collateral shall be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (A) all voting, corporate and or other rights pertaining to such shares of the Pledged Stock at any meeting of shareholders of any of the Issuers or otherwise; (B) all member rights, powers and privileges with respect to the Pledged LLC Interests to the same extent as a member under the applicable Issuer or otherwise Limited Liability Company Agreement; (C) all partner rights, powers and privileges with respect to the Pledged Partnership Interests to the same extent as a member under the applicable Partnership Agreement; and (BD) any and all rights of conversion, exchange, subscription, subscription and any other rights, privileges or options pertaining to such shares of the Pledged Stock Interests as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Stock Interests upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any of the applicable IssuerIssuers, or upon the exercise by the Pledgor Pledgors or the Administrative Agent of any right, privilege or option pertaining to such shares of the Pledged StockInterests, and in connection therewith, the right to 20 9 deposit and deliver any and all of the Pledged Stock Interests with any committee, depositarydepository, transfer agentAdministrative Agent, registrar or other designated agency upon such terms and conditions as it may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to the Pledgor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.
(bc) The rights of the Administrative Agent and the Lenders hereunder shall not be conditioned or contingent upon the pursuit by the Administrative Agent or any Lender of any right or remedy against any of the Pledgor Issuers or against any other Person which may be or become liable in respect of all or any part of the Obligation Obligations or against any other collateral security therefor, guarantee therefor thereof or right of offset with respect thereto. Neither the The Administrative Agent nor any 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 Administrative Agent it be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Pledgor Pledgors or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof.
(c) Pledgor agrees to cooperate with and assist Administrative Agent and Lenders in connection with any filings to be with, or approvals required from, any Insurance Regulators or other Governmental Authorities.
Appears in 1 contract
Samples: Pledge Agreement (Denali Inc)
Rights of the Administrative Agent. (a) All money Proceeds received by the Administrative Agent hereunder shall be held by the Administrative Agent for the benefit of the Lenders and the Issuing Lender in a Collateral Account. All Proceeds while held by the Administrative Agent in a Collateral Account (or by the Borrower in trust for the Administrative Agent and the Lenders and the Issuing Lender) shall continue to be held as collateral security for all the Secured Obligations and shall not constitute payment thereof until applied as provided in Section 8(a).
(b) If an Event of Default shall occur and be continuing and the Administrative Agent shall give notice of its intent to exercise such rights to the Pledgor, and subject to the receipt of any applicable approvals from Insurance Regulators, and compliance by Administrative Agent and Lenders with any applicable filing or other requirements of the applicable Insurance Regulators, Borrower: (i) the Administrative Agent shall have the right to receive any and all cash dividends paid in respect of the Pledged Stock and partnership and membership distributions in respect of the Partnership Interests and make application thereof to the Obligation Secured Obligations in the such order set forth in SECTION 11.8 of the Credit Agreement as it may determine, and (ii) at the request of the Administrative Agent, all shares of the Pledged Stock shall be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (A) all voting, corporate and other rights pertaining to such shares of the Pledged Stock at any meeting of shareholders of any of the applicable Issuer Issuers or otherwise and (B) any and all rights of conversion, exchange, subscription, subscription and any other rights, privileges or options pertaining to such shares of the Pledged Stock as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Stock upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any of the applicable IssuerIssuers, or upon the exercise by the Pledgor Borrower or the Administrative Agent of any right, privilege or option pertaining to such shares of the Pledged Stock, and in connection therewith, the right to deposit and deliver any and all of the Pledged Stock with any committee, depositarydepository, transfer agentAdministrative Agent, registrar or other designated agency upon such terms and conditions as it may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to the Pledgor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.
(bc) The rights of the Administrative Agent and the Lenders hereunder shall not be conditioned or contingent upon the pursuit by the Administrative Agent or any Lender of any right or remedy against any of the Pledgor Issuers or against any other Person which may be or become liable in respect of all or any part of the Obligation Obligations or against any other collateral security therefor, guarantee therefor thereof or right of offset with respect thereto. Neither the The Administrative Agent nor any 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 Administrative Agent it be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Pledgor Borrower or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof.
(c) Pledgor agrees to cooperate with and assist Administrative Agent and Lenders in connection with any filings to be with, or approvals required from, any Insurance Regulators or other Governmental Authorities.
Appears in 1 contract
Rights of the Administrative Agent. At any time, upon at least five (a5) If an Event of Default shall occur Business Days' notice to the Servicer and be continuing and the Seller (unless either the Administrative Agent or FSA, as the case may be, determines in its sole discretion that it would be reasonably impractical or inadvisable to give such notice five (5) Business Days in advance (in which case notice shall give notice of its intent to exercise such rights to be given on the Pledgor, and subject to the receipt of date any applicable approvals from Insurance Regulators, and compliance by Administrative Agent and Lenders with any applicable filing or other requirements of the applicable Insurance Regulators, action described in clauses (i) through (iii) below is taken, provided that the failure to give such notice on such date shall not prohibit the Administrative Agent or FSA, as applicable, from taking any such action) following the occurrence of a Servicer Termination Event:
(i) The Servicer shall, at the Administrative Agent's or, provided that an FSA Default has not occurred, FSA's request and at the expense of the Servicer, notify each Obligor of a Purchased Receivable of the interest of the Purchaser under this Agreement and direct the Obligors to make Scheduled Contract Payments with respect to the Purchased Receivables directly to the Administrative Agent or its designee.
(ii) The Servicer shall, at the Administrative Agent's or, provided that an FSA Default has not occurred, FSA's request and at the expense of the Servicer, assemble all of the Records in the Servicer's possession that evidence or relate to the Purchased Receivables, and the related Contracts and Related Security, or that are otherwise necessary or desirable to collect the Purchased Receivables, and shall have make the right same available to receive the Administrative Agent or its designee, at a place reasonably selected by the Administrative Agent.
(iii) The Seller and the Servicer hereby irrevocably appoint the Administrative Agent their attorney-in-fact, with full power and authority in place and stead of the Seller or BusLease in the name of the Seller or the Servicer, as the case may be, or otherwise to take any and all cash dividends paid steps in respect the Seller's or the Servicer's name and on behalf of the Pledged Stock and partnership and membership distributions Seller or the Servicer that are necessary or desirable, in respect the reasonable determination of the Partnership Interests Administrative Agent, to collect amounts due under the Purchased Receivables, including, without limitation, endorsing the Seller's or the Servicer's name on checks and make application thereof other instruments representing Collections of Purchased Receivables, enforcing the Purchased Receivables and the Related Security and related Contracts and causing the title to the Obligation in the order set forth in SECTION 11.8 of the Credit Agreement and (ii) all shares of the Pledged Stock shall each Vehicle related to a Purchased Receivable to be registered retitled in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (A) all voting, corporate and other rights pertaining to such shares of the Pledged Stock at any meeting of shareholders of the applicable Issuer or otherwise and (B) any and all rights of conversion, exchange, subscription, and any other rights, privileges or options pertaining to such shares of the Pledged Stock as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Stock upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of the applicable Issuer, or upon the exercise by the Pledgor or the Administrative Agent of any right, privilege or option pertaining to such shares of the Pledged Stock, and in connection therewith, the right to deposit and deliver any and all of the Pledged Stock with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to the Pledgor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doingAgent.
(b) The rights of the Administrative Agent and the Lenders hereunder shall not be conditioned or contingent upon the pursuit by the Administrative Agent or any Lender of any right or remedy against the Pledgor or against any other Person which may be or become liable in respect of all or any part of the Obligation or against any collateral security therefor, guarantee therefor or right of offset with respect thereto. Neither the Administrative Agent nor any Lender shall 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 Administrative Agent be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Pledgor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof.
(c) Pledgor agrees to cooperate with and assist Administrative Agent and Lenders in connection with any filings to be with, or approvals required from, any Insurance Regulators or other Governmental Authorities.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Motor Coach Industries International Inc)
Rights of the Administrative Agent. (a) If Upon five days notice to the Seller, unless the Required Secondary Purchasers determine in their sole discretion that it would be impracticable or inadvisable to give such notice, the Administrative Agent at the direction of the Required Secondary Purchasers is authorized at any time to date and to deliver to the Lock-Box Banks and to the Depositary Bank, the Lock-Box Notices; provided, that if a Downgrade Event or an Event of Default shall occur Termination has occurred and be continuing and is continuing, such action by the Administrative Agent shall give notice of its intent to exercise such rights to the Pledgor, and subject to the receipt of may be taken at any applicable approvals from Insurance Regulators, and compliance by Administrative Agent and Lenders with any applicable filing or other requirements of the applicable Insurance Regulators, (i) the Administrative Agent shall have the right to receive any and all cash dividends paid in respect of the Pledged Stock and partnership and membership distributions in respect of the Partnership Interests and make application thereof to the Obligation time in the order set forth in SECTION 11.8 of the Credit Agreement and (ii) all shares of the Pledged Stock shall be registered in the name sole discretion of the Administrative Agent or its nomineeat the direction of any Secondary Purchaser. The Seller hereby transfers to the Administrative Agent, effective when the Administrative Agent delivers such Lock-Box Notices, the exclusive ownership and control of such Lock-Box Accounts or such Depositary Accounts. The Seller shall, and shall cause each Originator to, take any actions reasonably requested by the Administrative Agent to effect such transfer. The Administrative Agent at the direction of the Required Secondary Purchasers may notify the Obligors of Pool Receivables, at any time and at the Seller’s expense, of the ownership of Receivable Interests under this Agreement and may also direct that payments of all amounts due or that become due under any or all Receivables be made directly to the Administrative Agent or its nominee may thereafter exercise (A) all voting, corporate and other rights pertaining to such shares designee. In furtherance of the Pledged Stock at any meeting of shareholders of the applicable Issuer or otherwise and (B) any and all rights of conversionforegoing, exchange, subscription, and any other rights, privileges or options pertaining to such shares of the Pledged Stock as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Stock upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of the applicable Issuer, or upon the exercise by the Pledgor or the Administrative Agent of any rightshall, privilege or option pertaining to such shares upon the direction of the Pledged StockRequired Secondary Purchasers, be entitled to take all such actions as it deems necessary or advisable to exercise dominion and in connection therewith, control over the right to deposit collection and deliver any and all servicing of the Pledged Stock with any committeePool Receivables including such action as shall be necessary or desirable to cause all cash, depositary, transfer agent, registrar or checks and other designated agency upon such terms and conditions as it may determine), all without liability except instruments constituting Collections of Pool Receivables to account for property actually received by it, but come into the possession of the Administrative Agent shall have no duty to rather than the Pledgor to exercise any such right, privilege Seller. Unless the Required Secondary Purchasers determine in their sole discretion that it would be impractical or option and shall not be responsible for any failure inadvisable to do so or delay in so doingif a Downgrade Event or Event of Termination has occurred and is continuing, the Secondary Purchasers must give the Seller five days prior notice of any such action.
(b) At any time following the designation of a Collection Agent other than Georgia-Pacific pursuant to Section 6.01:
(i) The rights Administrative Agent may, and at the direction of the Required Secondary Purchasers shall, direct the Obligors of Pool Receivables that all payments thereunder be made directly to the Administrative Agent or its designee.
(ii) The Seller shall, and shall cause each Originator to, at the Administrative Agent’s request and at the expense of the Seller and the Originators, notify each Obligor of Pool Receivables of the ownership of Receivable Interests under this Agreement and direct that payments be made directly to the Administrative Agent or a designee of the Administrative Agent approved by the Required Secondary Purchasers.
(iii) The Seller shall, and shall cause each Originator to, at the Administrative Agent’s request (which shall be at the direction of the Required Secondary Purchasers) and at the expense of the Seller and the Originators, (A) assemble all of the Records that evidence or relate to the Pool Receivables, and the related Contracts and Related Security, or that are otherwise necessary or desirable to collect the Pool Receivables, and shall make the same available to the Administrative Agent or its designee, at a place selected by the Administrative Agent, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections of Pool Receivables in a manner acceptable to the Administrative Agent and the Required Secondary Purchasers and, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Administrative Agent or its designee.
(iv) The Seller hereby authorizes the Administrative Agent to take any and all steps in the Seller’s name and on behalf of the Seller that are necessary or desirable, in the determination of the Administrative Agent and the Lenders hereunder shall not be conditioned or contingent upon Required Secondary Purchasers, to collect amounts due under the pursuit by Pool Receivables, including, without limitation, endorsing the Administrative Agent or any Lender Seller’s name on checks and other instruments representing Collections of any right or remedy against Pool Receivables and enforcing the Pledgor or against any other Person which may be or become liable in respect of all or any part of Pool Receivables and the Obligation or against any collateral security therefor, guarantee therefor or right of offset with respect thereto. Neither the Administrative Agent nor any Lender shall 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 Administrative Agent be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Pledgor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereofRelated Security and related Contracts.
(c) Pledgor agrees to cooperate with and assist Administrative Agent and Lenders in connection with any filings to be with, or approvals required from, any Insurance Regulators or other Governmental Authorities.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Georgia Pacific Corp)
Rights of the Administrative Agent. (a) All money Proceeds received by the Administrative Agent hereunder shall be held by the Administrative Agent for the benefit of the Lenders and the Issuing Lender in a Collateral Account. All Proceeds while held by the Administrative Agent in a Collateral Account (or by the Pledgors in trust for the Administrative Agent and the Lenders and the Issuing Lender) shall continue to be held as collateral security for all the Secured Obligations and shall not constitute payment thereof until applied as provided in Section 8(a).
(b) If an Event of Default shall occur and be continuing and the Administrative Agent shall give notice of its intent to exercise such rights to the Pledgor, and subject to the receipt of any applicable approvals from Insurance Regulators, and compliance by Administrative Agent and Lenders with any applicable filing or other requirements of the applicable Insurance Regulators, Pledgors: (i) the Administrative Agent shall have the right to receive any and all cash dividends paid in respect of the Pledged Stock and partnership and membership distributions in respect of the Partnership Interests and make application thereof to the Obligation Secured Obligations in the such order set forth in SECTION 11.8 of the Credit Agreement as it may determine, and (ii) at the request of the Administrative Agent, all shares of the Pledged Stock Collateral shall be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (A) all voting, corporate and or other rights pertaining to such shares of the Pledged Stock at any meeting of shareholders of any of the Issuers or otherwise; (B) all member rights, powers and privileges with respect to the Pledged LLC Interests to the same extent as a member under the applicable Issuer or otherwise Limited Liability Company Agreement; (C) all partner rights, powers and privileges with respect to the Pledged Partnership Interests to the same extent as a member under the applicable Partnership Agreement; and (BD) any and all rights of conversion, exchange, subscription, subscription and any other rights, privileges or options pertaining to such shares of the Pledged Stock Interests as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Stock Interests upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any of the applicable IssuerIssuers, or upon the -155- 163 exercise by the Pledgor Pledgors or the Administrative Agent of any right, privilege or option pertaining to such shares of the Pledged StockInterests, and in connection therewith, the right to deposit and deliver any and all of the Pledged Stock Interests with any committee, depositarydepository, transfer agentAdministrative Agent, registrar or other designated agency upon such terms and conditions as it may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to the Pledgor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.
(bc) The rights of the Administrative Agent and the Lenders hereunder shall not be conditioned or contingent upon the pursuit by the Administrative Agent or any Lender of any right or remedy against any of the Pledgor Issuers or against any other Person which may be or become liable in respect of all or any part of the Obligation Obligations or against any other collateral security therefor, guarantee therefor thereof or right of offset with respect thereto. Neither the The Administrative Agent nor any 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 Administrative Agent it be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Pledgor Pledgors or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof.
(c) Pledgor agrees to cooperate with and assist Administrative Agent and Lenders in connection with any filings to be with, or approvals required from, any Insurance Regulators or other Governmental Authorities.
Appears in 1 contract
Samples: Credit Agreement (Denali Inc)
Rights of the Administrative Agent. (a) If an Event of Default shall occur and be continuing and the Administrative Agent shall give notice of its intent to exercise such rights to the Pledgor, and subject to the receipt of any applicable approvals from Insurance Regulators, and compliance by Administrative Agent and Lenders with any applicable filing or other requirements of the applicable Insurance RegulatorsPledgors, (i) the Administrative Agent shall have the right to receive any and all cash dividends paid in respect of the Pledged Stock and partnership and membership distributions in respect of the Partnership Partnership/LLC Interests and make application thereof to the Obligation Obligations in the order set forth in SECTION 11.8 Section 5.5 of the Credit Agreement and (ii) all shares of the Pledged Stock and the Partnership/LLC Interests shall be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (A) all voting, corporate corporate, partnership, membership and other rights pertaining to such shares of the Pledged Stock or Partnership/LLC Interests at any meeting of shareholders shareholders, partners or members of the applicable Issuer or Partnership/LLC or otherwise and (B) any and all rights of conversion, exchange, subscription, subscription and any other rights, privileges or options pertaining to such shares of the Pledged Stock or Partnership/LLC Interests as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Stock or Partnership/LLC Interests upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of the applicable IssuerIssuer or Partnership/LLC, or upon the exercise by the Pledgor Pledgors or the Administrative Agent of any right, privilege or option pertaining to such shares of the Pledged StockStock or the Partnership/LLC Interests, and in connection therewith, the right to deposit and deliver any and all of the Pledged Stock or the Partnership/LLC Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to the Pledgor Pledgors to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.
(b) The rights of the Administrative Agent and the Lenders hereunder shall not be conditioned or contingent upon the pursuit by the Administrative Agent or any Lender of any right or remedy against the Pledgor Pledgors or against any other Person which may be or become liable in respect of all or any part of the Obligation Obligations or against any collateral security therefor, guarantee therefor thereof or right of offset with respect thereto. Neither the Administrative Agent nor any Lender shall 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 Administrative Agent be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Pledgor Pledgors or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof.
(c) Pledgor agrees to cooperate with and assist Administrative Agent and Lenders in connection with any filings to be with, or approvals required from, any Insurance Regulators or other Governmental Authorities.
Appears in 1 contract
Rights of the Administrative Agent. (a) If an Event of Default shall occur and Upon five days notice to the Seller, unless the Required Purchasers determine in their sole discretion that it would be continuing and impracticable or inadvisable to give such notice, the Administrative Agent shall give notice at the direction of its intent the Required Purchasers is authorized at any time to exercise such rights date and to deliver to the PledgorLock-Box Banks, and subject the Lock-Box Notices, to the receipt of any applicable approvals from Insurance RegulatorsDepositary Banks, the Depositary Notices and compliance by to the Concentration Banks, the Concentration Notices delivered hereunder. The Seller hereby transfers to the Administrative Agent and Lenders with any applicable filing or other requirements of the applicable Insurance RegulatorsAgent, (i) effective when the Administrative Agent delivers such Lock-Box Notices, such Depositary Notices or such Concentration Notices, as the case may be, the exclusive ownership and control of such Lock-Box Accounts, such Depositary Accounts or such Concentration Accounts. The Seller shall, and shall have cause each Originator to, take any actions reasonably requested by the right Administrative Agent to receive effect such transfer. In case any and all cash dividends paid in respect authorized signatory of the Pledged Stock and partnership and membership distributions Seller or any Originator whose signature appears on a Lock-Box Notice, a Depositary Notice or a Concentration Notice shall cease to have such authority before the delivery of such Lock-Box Notice, such Depositary Notice or a Concentration Notice, such signature shall nevertheless be valid as if such authority had remained in respect force. The Administrative Agent at the direction of the Partnership Interests Required Purchasers may notify the Obligors of Pool Receivables, at any time and make application thereof to at the Obligation in the order set forth in SECTION 11.8 Seller's expense, of the Credit ownership of Receivable Interests under this Agreement and (ii) may also direct that payments of all shares of the Pledged Stock shall amounts due or that become due under any or all Receivables be registered in the name of made directly to the Administrative Agent or its nomineedesignee. In furtherance of the foregoing, the Administrative Agent shall, upon the direction of the Required Purchasers, be entitled to take all such actions as it deems necessary or advisable to exercise dominion and control over the collection and servicing of the Pool Receivables including such action as shall be necessary or desirable to cause all cash, checks and other instruments constituting Collections of Pool Receivables to come into the possession of the Administrative Agent rather than the Seller. Unless the Required Purchasers determine in their sole discretion that it would be impractical or inadvisable to do so, the Purchasers must give the Seller five days prior notice of any such action.
(b) At any time following the designation of a Collection Agent other than Georgia-Pacific pursuant to Section 6.01:
(i) The Administrative Agent may, and at the direction of the Required Purchasers shall, direct the Obligors of Pool Receivables that all payments thereunder be made directly to the Administrative Agent or its nominee may thereafter exercise designee.
(ii) The Seller shall, and shall cause each Originator to, at the Administrative Agent's request and at the expense of the Seller and the Originators, notify each Obligor of Pool Receivables of the ownership of Receivable Interests under this Agreement and direct that payments be made directly to the Administrative Agent or a designee of the Administrative Agent approved by the Required Purchasers.
(iii) The Seller shall, and shall cause each Originator to, at the Administrative Agent's request (which shall be at the direction of the Required Purchasers) and at the expense of the Seller and the Originators, (A) assemble all voting, corporate and other rights pertaining to such shares of the Pledged Stock Records that evidence or relate to the Pool Receivables, and the related Contracts and Related Security, or that are otherwise necessary or desirable to collect the Pool Receivables, and shall make the same available to the Administrative Agent or its designee, at any meeting of shareholders of a place selected by the applicable Issuer or otherwise Administrative Agent, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections of Pool Receivables in a manner acceptable to the Administrative Agent and the Required Purchasers and, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Administrative Agent or its designee.
(iv) The Seller hereby authorizes the Administrative Agent to take any and all rights of conversion, exchange, subscription, steps in the Seller's name and any other rights, privileges or options pertaining to such shares on behalf of the Pledged Stock as if it were the absolute owner thereof (includingSeller that are necessary or desirable, without limitation, the right to exchange at its discretion any and all of the Pledged Stock upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of the applicable Issuer, or upon the exercise by the Pledgor or the Administrative Agent of any right, privilege or option pertaining to such shares of the Pledged Stock, and in connection therewith, the right to deposit and deliver any and all of the Pledged Stock with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to the Pledgor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.
(b) The rights determination of the Administrative Agent and the Lenders hereunder shall not be conditioned or contingent upon Required Purchasers, to collect amounts due under the pursuit by Pool Receivables, including, without limitation, endorsing the Administrative Agent or any Lender Seller's name on checks and other instruments representing Collections of any right or remedy against Pool Receivables and enforcing the Pledgor or against any other Person which may be or become liable in respect of all or any part of Pool Receivables and the Obligation or against any collateral security therefor, guarantee therefor or right of offset with respect thereto. Neither the Administrative Agent nor any Lender shall 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 Administrative Agent be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Pledgor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereofRelated Security and related Contracts.
(c) Pledgor agrees to cooperate with and assist Administrative Agent and Lenders in connection with any filings to be with, or approvals required from, any Insurance Regulators or other Governmental Authorities.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Georgia Pacific Corp)
Rights of the Administrative Agent. (a) If an Event of Default shall occur and be continuing and the Administrative Agent shall give notice of its intent to exercise such rights to the Pledgor, and subject to the receipt of any applicable approvals from Insurance Regulators, and compliance by Administrative Agent and Lenders with any applicable filing or other requirements of the applicable Insurance RegulatorsPledgors, (i) the Administrative Agent shall have the right to receive any and all cash dividends paid in respect of the Pledged Stock and or partnership and membership distributions in respect of the Partnership Partnership/LLC Interests and make application thereof to the Obligation Obligations in the order set forth in SECTION 11.8 of the Credit Agreement accordance with Paragraph 15 hereof and (ii) all shares of the Pledged Stock and the Partnership/LLC Interests represented by instruments shall be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (A) all voting, corporate corporate, partnership, membership and other rights pertaining to such shares of the Pledged Stock Collateral at any meeting of shareholders shareholders, partners or members of the applicable Issuer entity or otherwise and (B) any and all rights of conversion, exchange, subscription, subscription and any other rights, privileges or options pertaining to such shares of the Pledged Stock Collateral as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Stock Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of the applicable Issuerentity, or upon the exercise by the relevant Pledgor or the Administrative Agent of any right, privilege or option pertaining to such shares of the Pledged StockCollateral, and in connection therewith, the right to deposit and deliver any and all of the Pledged Stock Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to the any Pledgor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.
(b) The rights of the Administrative Agent and Agent, the Lenders and Infogrames U.S. hereunder shall not be conditioned or contingent upon the pursuit by the Administrative Agent or Agent, any Lender or Infogrames U.S. of any right or remedy against the any Pledgor or against any other Person which may be or become liable in respect of all or any part of the Obligation Obligations, or against any collateral security therefor, guarantee therefor thereof or right of offset with respect thereto. Neither None of the Administrative Agent nor Agent, any Lender or Infogrames U.S. shall 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 Administrative Agent be under any obligation to sell or otherwise dispose of any Collateral upon the request of the any Pledgor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof.
(c) Pledgor agrees to cooperate with and assist Administrative Agent and Lenders in connection with any filings to be with, or approvals required from, any Insurance Regulators or other Governmental Authorities.
Appears in 1 contract
Rights of the Administrative Agent. (a) If an Event of Default shall occur and Upon five days notice to the Seller, unless the Required Secondary Purchasers determine in their sole discretion that it would be continuing and impracticable or inadvisable to give such notice, the Administrative Agent shall give notice at the direction of its intent the Required Secondary Purchasers is authorized at any time to exercise such rights date and to deliver to the PledgorLock-Box Banks, the Lock-Box Notices and subject to the receipt of any applicable approvals from Insurance RegulatorsDepositary Banks, and compliance by the Depositary Notices delivered hereunder. The Seller hereby transfers to the Administrative Agent and Lenders with any applicable filing or other requirements of the applicable Insurance RegulatorsAgent, (i) effective when the Administrative Agent delivers such Lock-Box Notices or such Depositary Notices, as the case may be, the exclusive ownership and control of such Lock-Box Accounts or such Depositary Accounts. The Seller shall, and shall have cause each Originator to, take any actions reasonably requested by the right Administrative Agent to receive effect such transfer. In case any and all cash dividends paid in respect authorized signatory of the Pledged Stock and partnership and membership distributions Seller or any Originator whose signature appears on a Lock-Box Notice or a Depositary Notice shall cease to have such authority before the delivery of such Lock-Box Notice or such Depositary Notice, such signature shall nevertheless be valid as if such authority had remained in respect force. The Administrative Agent at the direction of the Partnership Interests Required Secondary Purchasers may notify the Obligors of Pool Receivables, at any time and make application thereof to at the Obligation in the order set forth in SECTION 11.8 Seller's expense, of the Credit ownership of Receivable Interests under this Agreement and (ii) may also direct that payments of all shares of the Pledged Stock shall amounts due or that become due under any or all Receivables be registered in the name of made directly to the Administrative Agent or its nomineedesignee. In furtherance of the foregoing, the Administrative Agent shall, upon the direction of the Required Secondary Purchasers, be entitled to take all such actions as it deems necessary or advisable to exercise dominion and control over the collection and servicing of the Pool Receivables including such action as shall be necessary or desirable to cause all cash, checks and other instruments constituting Collections of Pool Receivables to come into the possession of the Administrative Agent rather than the Seller. Unless the Required Secondary Purchasers determine in their sole discretion that it would be impractical or inadvisable to do so, the Secondary Purchasers must give the Seller five days prior notice of any such action.
(b) At any time following the designation of a Collection Agent other than Georgia-Pacific pursuant to Section 6.01:
(i) The Administrative Agent may, and at the direction of the Required Secondary Purchasers shall, direct the Obligors of Pool Receivables that all payments thereunder be made directly to the Administrative Agent or its nominee may thereafter exercise designee.
(ii) The Seller shall, and shall cause each Originator to, at the Administrative Agent's request and at the expense of the Seller and the Originators, notify each Obligor of Pool Receivables of the ownership of Receivable Interests under this Agreement and direct that payments be made directly to the Administrative Agent or a designee of the Administrative Agent approved by the Required Secondary Purchasers.
(iii) The Seller shall, and shall cause each Originator to, at the Administrative Agent's request (which shall be at the direction of the Required Secondary Purchasers) and at the expense of the Seller and the Originators, (A) assemble all voting, corporate and other rights pertaining to such shares of the Pledged Stock Records that evidence or relate to the Pool Receivables, and the related Contracts and Related Security, or that are otherwise necessary or desirable to collect the Pool Receivables, and shall make the same available to the Administrative Agent or its designee, at any meeting of shareholders of a place selected by the applicable Issuer or otherwise Administrative Agent, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections of Pool Receivables in a manner acceptable to the Administrative Agent and the Required Secondary Purchasers and, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Administrative Agent or its designee.
(iv) The Seller hereby authorizes the Administrative Agent to take any and all rights of conversion, exchange, subscription, steps in the Seller's name and any other rights, privileges or options pertaining to such shares on behalf of the Pledged Stock as if it were the absolute owner thereof (includingSeller that are necessary or desirable, without limitation, the right to exchange at its discretion any and all of the Pledged Stock upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of the applicable Issuer, or upon the exercise by the Pledgor or the Administrative Agent of any right, privilege or option pertaining to such shares of the Pledged Stock, and in connection therewith, the right to deposit and deliver any and all of the Pledged Stock with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to the Pledgor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.
(b) The rights determination of the Administrative Agent and the Lenders hereunder shall not be conditioned or contingent upon Required Secondary Purchasers, to collect amounts due under the pursuit by Pool Receivables, including, without limitation, endorsing the Administrative Agent or any Lender Seller's name on checks and other instruments representing Collections of any right or remedy against Pool Receivables and enforcing the Pledgor or against any other Person which may be or become liable in respect of all or any part of Pool Receivables and the Obligation or against any collateral security therefor, guarantee therefor or right of offset with respect thereto. Neither the Administrative Agent nor any Lender shall 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 Administrative Agent be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Pledgor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereofRelated Security and related Contracts.
(c) Pledgor agrees to cooperate with and assist Administrative Agent and Lenders in connection with any filings to be with, or approvals required from, any Insurance Regulators or other Governmental Authorities.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Georgia Pacific Corp)
Rights of the Administrative Agent. (a) If an Event of Default shall occur and be continuing and the Administrative Agent shall give notice of its intent to exercise such rights to the Pledgor, and subject to the receipt of any applicable approvals from Insurance Regulators, and compliance by Administrative Agent and Lenders with any applicable filing or other requirements of the applicable Insurance Regulators, (i) the Administrative Agent shall have the right to receive any and all cash dividends and distributions paid in respect of the Pledged Stock and partnership and membership distributions in respect of the Partnership Interests Collateral and make application thereof to the Obligation Secured Obligations in the order set forth in SECTION 11.8 of the Credit Agreement and (ii) all shares of the Pledged Stock shall be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (A) all voting, corporate and other rights pertaining to such shares of the Pledged Stock at any meeting of shareholders of the applicable each Issuer or otherwise and (B) any and all rights of conversion, exchange, subscription, exchange and subscription and any other rights, privileges or options pertaining to such shares of the Pledged Stock as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Stock upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of the applicable any Issuer, or upon the exercise by the Pledgor or the Administrative Agent of any right, privilege or option pertaining to such shares of the Pledged Stock, and in connection therewith, the right to deposit and deliver any and all of the Pledged Stock with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine), all without liability except to account for property actually received by it; PROVIDED, but that the Administrative Agent shall have no duty to the Pledgor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.
(b) The rights of the Administrative Agent and the Lenders hereunder shall not be conditioned or contingent upon the pursuit by the Administrative Agent or any Lender of any right or remedy against the Pledgor Borrower, any Guarantor or against any other Person which may be or become liable in respect of all or any part of the Obligation Secured Obligations or against any collateral security therefor, guarantee therefor or right of offset with respect thereto. Neither the Administrative Agent nor any Lender shall 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 Administrative Agent be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Pledgor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof.
(c) Pledgor agrees to cooperate with and assist Administrative Agent and Lenders in connection with any filings to be with, or approvals required from, any Insurance Regulators or other Governmental Authorities.
Appears in 1 contract
Rights of the Administrative Agent. (a) If an Event of Default shall occur and be continuing and the Administrative Agent shall give notice of its intent to exercise such rights to the Pledgor, and subject to the receipt of any applicable approvals from Insurance Regulators, and compliance by Administrative Agent and Lenders with any applicable filing or other requirements of the applicable Insurance RegulatorsPledgors, (i) the Administrative Agent shall have the right to receive any and all cash dividends paid in respect of the Pledged Stock and partnership and or membership distributions distributions, as applicable, in respect of the Partnership Partnership/LLC Interests and make application thereof to the Obligation Obligations in the order set forth in SECTION 11.8 Section 11.4 of the Credit Agreement and (ii) all shares of the Pledged Stock and the Partnership/LLC Interests shall be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (A) all voting, corporate corporate, partnership, membership and other rights pertaining to such shares of the Pledged Stock or Partnership/LLC Interests at any meeting of shareholders shareholders, partners or members of the applicable Issuer or Partnership/LLC or otherwise and (B) any and all rights of conversion, exchange, subscription, subscription and any other rights, privileges or options pertaining to such shares of the Pledged Stock or Partnership/LLC Interests as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Stock or Partnership/LLC Interests upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of the applicable IssuerIssuer or Partnership/LLC, or upon the exercise by the Pledgor Pledgors or the Administrative Agent of any right, privilege or option pertaining to such shares of the Pledged StockStock or the Partnership/LLC Interests, and in connection therewith, the right to deposit and deliver any and all of the Pledged Stock or the Partnership/LLC Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to the Pledgor Pledgors to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.
. In furtherance thereof, each Pledgor hereby authorizes and instructs each Issuer or Partnership/LLC with respect to any Collateral consisting of Pledged Stock or Partnership/LLC Interests to (bi) comply with any instruction received by it from the Administrative Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Pledge Agreement, without any other or further instructions from such Pledgor, and each Pledgor agrees that each Issuer or Partnership/LLC shall be fully protected in so complying, and (ii) upon and during the continuance of an Event of Default, if requested by the Administrative Agent, pay any dividends, distributions or other payments with respect to any Pledged Stock or Partnership/LLC Interests directly to the Administrative Agent. The rights of the Administrative Agent and the Lenders Secured Parties hereunder shall not be conditioned or contingent upon the pursuit by the Administrative Agent or any Lender Secured Party of any right or remedy against the Pledgor Pledgors or against any other Person which may be or become liable in respect of all or any part of the Obligation Obligations or against any collateral security therefor, guarantee therefor thereof or right of offset with respect thereto. Neither the Administrative Agent nor any Lender Secured Party shall 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 Administrative CHAR2\1570214v4 Agent be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Pledgor Pledgors or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof.
(c) Pledgor agrees to cooperate with and assist Administrative Agent and Lenders in connection with any filings to be with, or approvals required from, any Insurance Regulators or other Governmental Authorities.
Appears in 1 contract
Samples: Credit Agreement (Blackbaud Inc)
Rights of the Administrative Agent. (a) If an Event of Default shall occur and be continuing and the Administrative Agent shall (subject to Section 12.2 of the Credit Agreement) give notice of its intent to exercise such rights to the Pledgor, and subject to the receipt of any applicable approvals from Insurance Regulators, and compliance by Administrative Agent and Lenders with any applicable filing or other requirements of the applicable Insurance RegulatorsPledgors, (i) the Administrative Agent shall have the right to receive any and all cash dividends paid in respect of the Pledged Stock and partnership all payments and membership other distributions in with respect of to the Partnership Pledged Debt or the Partnership/LLC Interests and make application thereof to the Obligation Secured Obligations, in the order set forth in SECTION 11.8 Section 5.5 of the Credit Agreement and (ii) all shares of the Pledged Stock or the Partnership/LLC Interests shall be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (A) all voting, corporate and other rights pertaining to such shares of the Pledged Stock or to the Partnership/LLC Interests at any meeting of shareholders or members of the applicable Issuer or otherwise and (B) any and all rights of conversion, exchange, subscription, subscription and any other rights, privileges or options pertaining to such shares of the Pledged Stock or the Partnership/LLC Interests as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Stock or the Partnership/LLC Interests upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of the applicable Issuer, or upon the exercise by the Pledgor Pledgors or the Administrative Agent of any right, privilege or option pertaining to such shares of the Pledged StockStock or the Partnership/LLC Interests, and in connection therewith, the right to deposit and deliver any and all of the Pledged Stock or the Partnership/LLC Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to the Pledgor Pledgors to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.
(b) The rights of the Administrative Agent and the Lenders hereunder shall not be conditioned or contingent upon the pursuit by the Administrative Agent or any Lender of any right or remedy against the Pledgor Pledgors or against any other Person which may be or become liable in respect of all or any part of the Obligation Secured Obligations or against any collateral security therefor, guarantee therefor or right of offset with respect thereto. Neither the Administrative Agent nor any Lender shall 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 Administrative Agent be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Pledgor Pledgors or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof.
(c) Pursuant to Section 9-509 of the UCC and any other applicable law, each Pledgor agrees to cooperate with and assist authorizes the Administrative Agent to file or record financing statements and Lenders other filings or recording documents or instruments with respect to the Collateral without the signature of such Pledgor in connection with any filings such form and in such offices as the Administrative Agent determines appropriate to be with, or approvals required from, any Insurance Regulators perfect the security interests of the Administrative Agent under this Agreement. A photographic or other Governmental Authoritiesreproduction of this Agreement shall be sufficient as a financing statement or other filing or recording document or instrument for filing or recording in any jurisdiction.
Appears in 1 contract
Rights of the Administrative Agent. Each Sponsor authorizes the Administrative Agent on behalf of the Lenders to perform any or all of the following acts at any time in their sole discretion, all without notice to the Sponsors and without affecting the Sponsors' obligations under this Agreement:
(a) If an Event of Default shall occur and be continuing and the Administrative Agent shall give notice of its intent to exercise such rights to the Pledgor, and subject to the receipt of any applicable approvals from Insurance Regulators, and compliance by The Administrative Agent and the Lenders with may alter any applicable filing or other requirements terms of the applicable Insurance RegulatorsLoan Documents to which the Sponsors are not a party, (i) including renewing, compromising, extending, enforcing or accelerating, or otherwise changing the Administrative Agent shall have time for payment of, or increasing or decreasing the right to receive rate of interest on, the Loans or any and all cash dividends paid in respect part of them or increasing or decreasing the amount of the Pledged Stock and partnership and membership distributions in respect of the Partnership Interests and make application thereof to the Obligation in the order set forth in SECTION 11.8 of the Credit Agreement and (ii) all shares of the Pledged Stock shall be registered in the name of the Administrative Agent Loans or its nominee, and the Administrative Agent or its nominee may thereafter exercise (A) all voting, corporate and other rights pertaining to such shares of the Pledged Stock at any meeting of shareholders of the applicable Issuer or otherwise and (B) any and all rights of conversion, exchange, subscription, and any other rights, privileges or options pertaining to such shares of fees payable under the Pledged Stock as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Stock upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of the applicable Issuer, or upon the exercise by the Pledgor or the Administrative Agent of any right, privilege or option pertaining to such shares of the Pledged Stock, and in connection therewith, the right to deposit and deliver any and all of the Pledged Stock with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to the Pledgor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doingLoan Documents.
(b) The rights Administrative Agent and the Lenders may take and hold security for the Loans, the Letters of Credit and the Borrower's other obligations under the Credit Agreement, the Guarantors' obligations under the Completion Guaranty and this Agreement, accept additional or substituted security for either, and subordinate, exchange, enforce, waive, release, compromise, fail to perfect and sell or otherwise dispose of any such security.
(c) The Administrative Agent and the Lenders may direct the order and manner of any sale of all or any part of any security now or later to be held for the Loans, the Letters of Credit, this Agreement or any of the other Loan Documents, and may also bid at any such sale.
(d) The Administrative Agent and the Lenders may apply any payments or recoveries from the Borrower, any Sponsor, any Guarantor or any other source, and any proceeds of any security, to the Borrower's obligations under the Loan Documents and/or the Guarantors' obligations under the Completion Guaranty in such manner, order and priority as they may elect, whether or not those obligations are supported by this Agreement or secured at the time of the application.
(e) The Administrative Agent and the Lenders may release the Borrower of its liability for the Obligations under the Credit Agreement or any portion thereof.
(f) The Administrative Agent and the Lenders may substitute, add or release any one or more Guarantors or endorsers.
(g) In addition to the Obligations under the Credit Agreement, the Administrative Agent and the Lenders hereunder shall not be conditioned or contingent upon may extend other credit to the pursuit by the Administrative Agent or Borrower, its Affiliates and any Lender of any right or remedy against the Pledgor or against any other Person which may be or become liable in respect of all or any part of the Obligation Sponsors or against any collateral their respective Affiliates and may take and hold security thereforfor the credit so extended, guarantee therefor or right of offset with respect thereto. Neither all without affecting the Administrative Agent nor any Lender shall 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 Administrative Agent be Sponsors' liability under any obligation to sell or otherwise dispose of any Collateral upon the request of the Pledgor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereofthis Agreement.
(ch) Pledgor agrees to cooperate with and assist The Administrative Agent and the Lenders in connection with may change the terms or conditions of disbursement of the Loans or the issuance of the Letters of Credit.
(i) The Administrative Agent and the Lenders may advance additional funds to the Borrower for any filings to be with, or approvals required from, any Insurance Regulators or other Governmental Authoritiespurpose.
Appears in 1 contract
Samples: Keep Well Agreement (Aladdin Gaming Enterprises Inc)
Rights of the Administrative Agent. (a) If an Event of Default shall occur and Upon five days notice to the Seller, unless the Required Purchasers determine in their sole discretion that it would be continuing and impracticable or inadvisable to give such notice, the Administrative Agent shall give notice at the direction of its intent the Required Purchasers is authorized at any time to exercise such rights date and to deliver to the PledgorLock-Box Banks, the Lock-Box Notices and subject to the receipt of any applicable approvals from Insurance RegulatorsDepositary Banks, and compliance by the Depositary Notices delivered hereunder. The Seller hereby transfers to the Administrative Agent and Lenders with any applicable filing or other requirements of the applicable Insurance RegulatorsAgent, (i) effective when the Administrative Agent delivers such Lock-Box Notices or such Depositary Notices, as the case may be, the exclusive ownership and control of such Lock-Box Accounts or such Depositary Accounts. The Seller shall, and shall have cause each Originator to, take any actions reasonably requested by the right Administrative Agent to receive effect such transfer. In case any and all cash dividends paid in respect authorized signatory of the Pledged Stock and partnership and membership distributions Seller or any Originator whose signature appears on a Lock-Box Notice or a Depositary Notice shall cease to have such authority before the delivery of such Lock-Box Notice or such Depositary Notice, such signature shall nevertheless be valid as if such authority had remained in respect force. The Administrative Agent at the direction of the Partnership Interests Required Purchasers may notify the Obligors of Pool Receivables, at any time and make application thereof to at the Obligation in the order set forth in SECTION 11.8 Seller's expense, of the Credit ownership of Receivable Interests under this Agreement and (ii) may also direct that payments of all shares of the Pledged Stock shall amounts due or that become due under any or all Receivables be registered in the name of made directly to the Administrative Agent or its nomineedesignee. In furtherance of the foregoing, the Administrative Agent shall, upon the direction of the Required Purchasers, be entitled to take all such actions as it deems necessary or advisable to exercise dominion and control over the collection and servicing of the Pool Receivables including such action as shall be necessary or desirable to cause all cash, checks and other instruments constituting Collections of Pool Receivables to come into the possession of the Administrative Agent rather than the Seller. Unless the Required Purchasers determine in their sole discretion that it would be impractical or inadvisable to do so, the Purchasers must give the Seller five days prior notice of any such action.
(b) At any time following the designation of a Collection Agent other than Georgia-Pacific pursuant to Section 6.01: 44
(i) The Administrative Agent may, and at the direction of the Required Purchasers shall, direct the Obligors of Pool Receivables that all payments thereunder be made directly to the Administrative Agent or its nominee may thereafter exercise designee.
(ii) The Seller shall, and shall cause each Originator to, at the Administrative Agent's request and at the expense of the Seller and the Originators, notify each Obligor of Pool Receivables of the ownership of Receivable Interests under this Agreement and direct that payments be made directly to the Administrative Agent or a designee of the Administrative Agent approved by the Required Purchasers.
(iii) The Seller shall, and shall cause each Originator to, at the Administrative Agent's request (which shall be at the direction of the Required Purchasers) and at the expense of the Seller and the Originators, (A) assemble all voting, corporate and other rights pertaining to such shares of the Pledged Stock Records that evidence or relate to the Pool Receivables, and the related Contracts and Related Security, or that are otherwise necessary or desirable to collect the Pool Receivables, and shall make the same available to the Administrative Agent or its designee, at any meeting of shareholders of a place selected by the applicable Issuer or otherwise Administrative Agent, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections of Pool Receivables in a manner acceptable to the Administrative Agent and the Required Purchasers and, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Administrative Agent or its designee.
(iv) The Seller hereby authorizes the Administrative Agent to take any and all rights of conversion, exchange, subscription, steps in the Seller's name and any other rights, privileges or options pertaining to such shares on behalf of the Pledged Stock as if it were the absolute owner thereof (includingSeller that are necessary or desirable, without limitation, the right to exchange at its discretion any and all of the Pledged Stock upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of the applicable Issuer, or upon the exercise by the Pledgor or the Administrative Agent of any right, privilege or option pertaining to such shares of the Pledged Stock, and in connection therewith, the right to deposit and deliver any and all of the Pledged Stock with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to the Pledgor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.
(b) The rights determination of the Administrative Agent and the Lenders hereunder shall not be conditioned or contingent upon Required Purchasers, to collect amounts due under the pursuit by Pool Receivables, including, without limitation, endorsing the Administrative Agent or any Lender Seller's name on checks and other instruments representing Collections of any right or remedy against Pool Receivables and enforcing the Pledgor or against any other Person which may be or become liable in respect of all or any part of Pool Receivables and the Obligation or against any collateral security therefor, guarantee therefor or right of offset with respect thereto. Neither the Administrative Agent nor any Lender shall 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 Administrative Agent be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Pledgor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereofRelated Security and related Contracts.
(c) Pledgor agrees to cooperate with and assist Administrative Agent and Lenders in connection with any filings to be with, or approvals required from, any Insurance Regulators or other Governmental Authorities.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Georgia Pacific Corp)
Rights of the Administrative Agent. (a) If an Event of Default shall occur and Upon five days notice to the Seller, unless the Required Secondary Purchasers determine in their sole discretion that it would be continuing and impracticable or inadvisable to give such notice, the Administrative Agent shall give notice at the direction of its intent the Required Secondary Purchasers is authorized at any time to exercise such rights date and to deliver to the PledgorLock-Box Banks, and subject the Lock-Box Notices, to the receipt of any applicable approvals from Insurance RegulatorsDepositary Banks, the Depositary Notices and compliance by to the Concentration Banks, the Concentration Notices delivered hereunder. The Seller hereby transfers to the Administrative Agent and Lenders with any applicable filing or other requirements of the applicable Insurance RegulatorsAgent, (i) effective when the Administrative Agent delivers such Lock-Box Notices, such Depositary Notices or such Concentration Notices, as the case may be, the exclusive ownership and control of such Lock-Box Accounts, such Depositary Accounts or such Concentration Accounts. The Seller shall, and shall have cause each Originator to, take any actions reasonably requested by the right Administrative Agent to receive effect such transfer. In case any and all cash dividends paid in respect authorized signatory of the Pledged Stock and partnership and membership distributions Seller or any Originator whose signature appears on a Lock-Box Notice, a Depositary Notice or a Concentration Notice shall cease to have such authority before the delivery of such Lock-Box Notice, such Depositary Notice or a Concentration Notice, such signature shall nevertheless be valid as if such authority had remained in respect force. The Administrative Agent at the direction of the Partnership Interests Required Secondary Purchasers may notify the Obligors of Pool Receivables, at any time and make application thereof to at the Obligation in the order set forth in SECTION 11.8 Seller's expense, of the Credit ownership of Receivable Interests under this Agreement and (ii) may also direct that payments of all shares of the Pledged Stock shall amounts due or that become due under any or all Receivables be registered in the name of made directly to the Administrative Agent or its nomineedesignee. In furtherance of the foregoing, the Administrative Agent shall, upon the direction of the Required Secondary Purchasers, be entitled to take all such actions as it deems necessary or advisable to exercise dominion and control over the collection and servicing of the Pool Receivables including such action as shall be necessary or desirable to cause all cash, checks and other instruments constituting Collections of Pool Receivables to come into the possession of the Administrative Agent rather than the Seller. Unless the Required Secondary Purchasers determine in their sole discretion that it would be impractical or inadvisable to do so, the Secondary Purchasers must give the Seller five days prior notice of any such action.
(b) At any time following the designation of a Collection Agent other than Georgia-Pacific pursuant to Section 6.01:
(i) The Administrative Agent may, and at the direction of the Required Secondary Purchasers shall, direct the Obligors of Pool Receivables that all payments thereunder be made directly to the Administrative Agent or its nominee may thereafter exercise designee.
(ii) The Seller shall, and shall cause each Originator to, at the Administrative Agent's request and at the expense of the Seller and the Originators, notify each Obligor of Pool Receivables of the ownership of Receivable Interests under this Agreement and direct that payments be made directly to the Administrative Agent or a designee of the Administrative Agent approved by the Required Secondary Purchasers.
(iii) The Seller shall, and shall cause each Originator to, at the Administrative Agent's request (which shall be at the direction of the Required Secondary Purchasers) and at the expense of the Seller and the Originators, (A) assemble all voting, corporate and other rights pertaining to such shares of the Pledged Stock Records that evidence or relate to the Pool Receivables, and the related Contracts and Related Security, or that are otherwise necessary or desirable to collect the Pool Receivables, and shall make the same available to the Administrative Agent or its designee, at any meeting of shareholders of a place selected by the applicable Issuer or otherwise Administrative Agent, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections of Pool Receivables in a manner acceptable to the Administrative Agent and the Required Secondary Purchasers and, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Administrative Agent or its designee.
(iv) The Seller hereby authorizes the Administrative Agent to take any and all rights of conversion, exchange, subscription, steps in the Seller's name and any other rights, privileges or options pertaining to such shares on behalf of the Pledged Stock as if it were the absolute owner thereof (includingSeller that are necessary or desirable, without limitation, the right to exchange at its discretion any and all of the Pledged Stock upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of the applicable Issuer, or upon the exercise by the Pledgor or the Administrative Agent of any right, privilege or option pertaining to such shares of the Pledged Stock, and in connection therewith, the right to deposit and deliver any and all of the Pledged Stock with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to the Pledgor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.
(b) The rights determination of the Administrative Agent and the Lenders hereunder shall not be conditioned or contingent upon Required Secondary Purchasers, to collect amounts due under the pursuit by Pool Receivables, including, without limitation, endorsing the Administrative Agent or any Lender Seller's name on checks and other instruments representing Collections of any right or remedy against Pool Receivables and enforcing the Pledgor or against any other Person which may be or become liable in respect of all or any part of Pool Receivables and the Obligation or against any collateral security therefor, guarantee therefor or right of offset with respect thereto. Neither the Administrative Agent nor any Lender shall 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 Administrative Agent be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Pledgor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereofRelated Security and related Contracts.
(c) Pledgor agrees to cooperate with and assist Administrative Agent and Lenders in connection with any filings to be with, or approvals required from, any Insurance Regulators or other Governmental Authorities.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Georgia Pacific Corp)
Rights of the Administrative Agent. (a) If an Event of Default shall occur and be continuing and the Administrative Agent shall give notice of its intent to exercise such rights to the Pledgor, and subject to the receipt of any applicable approvals from Insurance Regulators, and compliance by Administrative Agent and Lenders with any applicable filing or other requirements of the applicable Insurance RegulatorsPledgors, (i) the Administrative Agent shall have the right to receive any and all cash dividends paid in respect of the Pledged Stock and partnership and or membership distributions distributions, as applicable, in respect of the Partnership Partnership/LLC Interests and make application thereof to the Obligation Obligations in the order set forth in SECTION 11.8 Section 11.4 of the Credit Agreement and (ii) all shares of the Pledged Stock and the Partnership/LLC Interests shall be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (A) all voting, corporate corporate, partnership, membership and other rights pertaining to such shares of CHAR1\1756506v3 NAI-1514813940v3 the Pledged Stock or Partnership/LLC Interests at any meeting of shareholders shareholders, partners or members of the applicable Issuer or Partnership/LLC or otherwise and (B) any and all rights of conversion, exchange, subscription, subscription and any other rights, privileges or options pertaining to such shares of the Pledged Stock or Partnership/LLC Interests as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Stock or Partnership/LLC Interests upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of the applicable IssuerIssuer or Partnership/LLC, or upon the exercise by the Pledgor Pledgors or the Administrative Agent of any right, privilege or option pertaining to such shares of the Pledged StockStock or the Partnership/LLC Interests, and in connection therewith, the right to deposit and deliver any and all of the Pledged Stock or the Partnership/LLC Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to the Pledgor Pledgors to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. In furtherance thereof, each Pledgor hereby authorizes and instructs each Issuer or Partnership/LLC with respect to any Collateral consisting of Pledged Stock or Partnership/LLC Interests to (i) comply with any instruction received by it from the Administrative Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Pledge Agreement, without any other or further instructions from such Pledgor, and each Pledgor agrees that each Issuer or Partnership/LLC shall be fully protected in so complying, and (ii) upon and during the continuance of an Event of Default, if requested by the Administrative Agent, pay any dividends, distributions or other payments with respect to any Pledged Stock or Partnership/LLC Interests directly to the Administrative Agent.
(b) The rights of the Administrative Agent and the Lenders Secured Parties hereunder shall not be conditioned or contingent upon the pursuit by the Administrative Agent or any Lender Secured Party of any right or remedy against the Pledgor Pledgors or against any other Person which may be or become liable in respect of all or any part of the Obligation Obligations or against any collateral security therefor, guarantee therefor thereof or right of offset with respect thereto. Neither the Administrative Agent nor any Lender Secured Party shall 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 Administrative Agent be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Pledgor Pledgors or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof.
(c) Pledgor agrees to cooperate with and assist Administrative Agent and Lenders in connection with any filings to be with, or approvals required from, any Insurance Regulators or other Governmental Authorities.
Appears in 1 contract
Samples: Pledge Agreement (Blackbaud Inc)
Rights of the Administrative Agent. (a) If an Event of Default shall occur and be continuing and the Administrative Agent shall give ten (10) Business Days prior written notice of its intent to exercise such rights to the Pledgor, and subject to the receipt of any applicable approvals from Insurance Regulators, and compliance by Administrative Agent and Lenders with any applicable filing or other requirements of the applicable Insurance Regulators, (i) the Administrative Agent shall have the right to receive any and all cash dividends distributions paid in respect of the Pledged Stock and partnership and membership distributions in respect of the Partnership Interests Collateral and make application thereof to the Obligation Obligations in the order set forth in SECTION 11.8 of the Credit Agreement and (ii) all shares of the Pledged Stock shall be registered in the name of the Administrative Agent or its nomineeLoan Agreement, and the Administrative Agent or its nominee may thereafter exercise (A) all voting, corporate management and other rights pertaining to such shares of collateral (to the Pledged Stock at any meeting of shareholders of the applicable Issuer or otherwise and (B) any and all rights of conversion, exchange, subscription, and any other rights, privileges or options pertaining to such shares of the Pledged Stock as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Stock upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of the applicable Issuer, or upon the exercise by the Pledgor or the Administrative Agent of any right, privilege or option pertaining to such shares of the Pledged Stock, and in connection therewith, the right to deposit and deliver any and all of the Pledged Stock with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determineextent permitted under Applicable Law), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to the Pledgor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.
(b) The rights of the Administrative Agent and the Lenders hereunder shall not be conditioned or contingent upon the pursuit by the Administrative Agent or any Lender of any right or remedy against the Pledgor Borrower, the Guarantors or against any other Person which may be or become liable in respect of all or any part of the Obligation Obligations or against any collateral security therefor, guarantee therefor or right of offset with respect thereto. Neither the Administrative Agent nor any Lender shall 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 Administrative Agent be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Pledgor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof.
(c) Pursuant to any applicable provisions of the Code and any other applicable law, each of the Pledgor agrees to cooperate with and assist the Borrower authorizes the Administrative Agent to file or record financing statements and Lenders other filing or recording documents or instruments with respect to the Collateral without the signature of the Pledgor or the Borrower in connection with any filings such form and in such offices as the Administrative Agent determines appropriate to be with, or approvals required from, any Insurance Regulators perfect the security interests of the Administrative Agent under this Agreement. A photographic or other Governmental Authoritiesreproduction of this Agreement shall be sufficient as a financing statement or other filing or recording document or instrument for filing or recording in any jurisdiction.
Appears in 1 contract
Samples: Loan Agreement (Medcath Corp)
Rights of the Administrative Agent. (a) If an Event The use of Default shall occur and be continuing and the term “agent” in this Agreement with reference to the Administrative Agent shall give notice of its intent is not intended to exercise such rights to the Pledgor, and subject to the receipt connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable approvals from Insurance RegulatorsLaw. Instead, such term is used merely as a matter of market custom, and compliance by Administrative Agent and Lenders with any applicable filing is intended to create or other requirements of the applicable Insurance Regulators, (i) the Administrative Agent shall have the right to receive any and all cash dividends paid in respect of the Pledged Stock and partnership and membership distributions in respect of the Partnership Interests and make application thereof to the Obligation in the order set forth in SECTION 11.8 of the Credit Agreement and (ii) all shares of the Pledged Stock shall be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (A) all voting, corporate and other rights pertaining to such shares of the Pledged Stock at any meeting of shareholders of the applicable Issuer or otherwise and (B) any and all rights of conversion, exchange, subscription, and any other rights, privileges or options pertaining to such shares of the Pledged Stock as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Stock upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of the applicable Issuer, or upon the exercise by the Pledgor or the Administrative Agent of any right, privilege or option pertaining to such shares of the Pledged Stock, and in connection therewith, the right to deposit and deliver any and all of the Pledged Stock with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to the Pledgor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.reflect only an administrative relationship between independent contracting parties
(b) The rights provisions of this Section 6.11 are solely for the benefit of the Administrative Agent, and neither the Guarantor nor any other Person shall have rights as a third party beneficiary of any of such provisions.
(c) The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the Lenders hereunder other Financing Documents. Without limiting the generality of the foregoing, the Administrative Agent shall not:
(i) be subject to any fiduciary or other implied duties, regardless of whether a Default or Event of Default has occurred and is continuing;
(ii) have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Financing Documents that the Administrative Agent is required to exercise as directed in writing by the Required Banks (or such other number or percentage of the Credit Agreement Secured Parties as shall be expressly provided for herein or in the other Financing Documents); provided that the Administrative Agent shall not be conditioned required to take any action that, in its opinion or contingent upon the pursuit by opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Lender of Financing Document or applicable Law; or
(iii) except as expressly set forth herein and in the other Financing Documents, have any right or remedy against the Pledgor or against any other Person which may be or become liable in respect of all or any part of the Obligation or against any collateral security therefor, guarantee therefor or right of offset with respect thereto. Neither the Administrative Agent nor any Lender shall be liable for any failure duty to demand, collect or realize upon all or any part of the Collateral or for any delay in doing sodisclose, nor shall the Administrative Agent be under liable for any obligation failure to sell disclose, any information relating to the Guarantor or otherwise dispose any of its Affiliates that is communicated to or obtained by the Person serving as Administrative Agent or any Collateral upon the request of the Pledgor its Affiliates in any capacity.
(d) The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Person Financing Document, (ii) the contents of any certificate, report or to take other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence or continuance of any Default or Event of Default, or (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other action whatsoever with regard to the Collateral Financing Document or any part thereofother agreement, instrument or document.
(ce) Pledgor agrees to cooperate with and assist The Administrative Agent shall be entitled to rely upon, and Lenders in connection with shall not incur any filings liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, internet or intranet website posting or other distribution) believed by it to be withgenuine and to have been signed, sent or approvals required fromotherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any Insurance Regulators liability for relying thereon. The Administrative Agent may consult with legal counsel (who may be counsel for the Guarantor), independent accountants and other experts selected by it, and shall not be liable for any action taken or other Governmental Authoritiesnot taken by it in accordance with the advice of any such counsel, accountants or experts.
Appears in 1 contract
Rights of the Administrative Agent. (a) If an Event of Default shall occur and be continuing and the Administrative Agent shall give notice of its intent to exercise such rights to the Pledgor, and subject to the receipt of any applicable approvals from Insurance Regulators, and compliance by Administrative Agent and Lenders with any applicable filing or other requirements of the applicable Insurance Regulators, (i) the Administrative Agent shall have the right to receive any and all cash dividends paid in respect of the Pledged Stock and partnership and membership distributions in respect of the Partnership Interests and make application thereof to the Obligation Obligations in the order set forth in SECTION 11.8 Section 3.5 of the each Credit Agreement and (ii) all shares of the Pledged Stock and the Partnership Interests shall be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (A) all voting, corporate corporate, partnership and other rights pertaining to such shares of the Pledged Stock or Partnership Interests at any meeting of shareholders sharehold ers or partners of the applicable Issuer or Partnership or otherwise and (B) any and all rights of conversion, exchange, subscription, subscription and any other rights, privileges or options pertaining to such shares of the Pledged Stock or Partnership Interests as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Stock or Partnership Interests upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of the applicable IssuerIssuer or Partnership, or upon the exercise by the Pledgor or the Administrative Agent of any right, privilege or option pertaining to such shares of the Pledged StockStock or the Partnership Interests, and in connection therewith, the right to deposit and deliver any and all of the Pledged Stock or the Partnership Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to the Pledgor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.
(b) The rights of the Administrative Agent and the Lenders hereunder shall not be conditioned or contingent upon the pursuit by the Administrative Agent or any Lender of any right or remedy against the Pledgor or against any other Person which may be or become liable in respect of all or any part of the Obligation Obligations or against any collateral security therefor, guarantee therefor thereof or right of offset with respect thereto. Neither the Administrative Agent nor any Lender shall 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 Administrative Agent be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Pledgor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof.
(c) Pledgor agrees to cooperate with and assist Administrative Agent and Lenders in connection with any filings to be with, or approvals required from, any Insurance Regulators or other Governmental Authorities.
Appears in 1 contract
Rights of the Administrative Agent. (a) All money Proceeds received by the Administrative Agent hereunder shall be held by the Administrative Agent for the benefit of the Lenders and the Issuing Lender in a Collateral Account. All Proceeds while held by the Administrative Agent in a Collateral Account (or by the Pledgor in trust for the Administrative Agent and the Lenders and the Issuing Lender) shall continue to be held as collateral security for all the Secured Obligations and shall not constitute payment thereof until applied as provided in Section 8(a).
(b) If an Event of Default shall occur and be continuing and the Administrative Agent shall give notice of its intent to exercise such rights to the Pledgor, and subject to the receipt of any applicable approvals from Insurance Regulators, and compliance by Administrative Agent and Lenders with any applicable filing or other requirements of the applicable Insurance Regulators, Borrower: (i) the Administrative Agent shall have the right to receive any and all cash dividends paid in respect of the Pledged Stock and partnership and membership distributions in respect of the Partnership Interests and make application thereof to the Obligation Secured Obligations in the such order set forth in SECTION 11.8 of the Credit Agreement as it may determine, and (ii) at the request of the Administrative Agent, all shares of the Pledged Stock shall be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (A) all voting, corporate and other rights pertaining to such shares of the Pledged Stock at any meeting of shareholders of any of the applicable Issuer Issuers or otherwise and (B) any and all rights of conversion, exchange, subscription, subscription and any other rights, privileges or options pertaining to such shares of the Pledged Stock as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Stock upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any of the applicable IssuerIssuers, or upon the exercise by the Pledgor Borrower or the Administrative Agent of any right, privilege or option pertaining to such shares of the Pledged Stock, and in connection therewith, the right to deposit and deliver any and all of the Pledged Stock with any committee, depositarydepository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to the Pledgor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.
(bc) The rights of the Administrative Agent and the Lenders hereunder shall not be conditioned or contingent upon the pursuit by the Administrative Agent or any Lender of any right or remedy against any of the Pledgor Issuers or against any other Person which may be or become liable in respect of all or any part of the Obligation Obligations or against any other collateral security therefor, guarantee therefor thereof or right of offset with respect thereto. Neither the The Administrative Agent nor any 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 Administrative Agent it be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Pledgor Borrower or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof.
(c) Pledgor agrees to cooperate with and assist Administrative Agent and Lenders in connection with any filings to be with, or approvals required from, any Insurance Regulators or other Governmental Authorities.
Appears in 1 contract
Rights of the Administrative Agent. (a) If an Event of Default shall occur and be continuing and the Administrative Agent shall give notice of its intent to exercise such rights to the Pledgor, and subject to the receipt of any applicable approvals from Insurance Regulators, and compliance by Administrative Agent and Lenders with any applicable filing or other requirements of the applicable Insurance Regulators, (i) the Administrative Agent shall have the right to receive any and all cash dividends paid in respect of the Pledged Stock and partnership and membership distributions in respect of the Partnership Interests and make application thereof to the Obligation Obligations in the order set forth in SECTION 11.8 Section 4.5 of the Credit Agreement and (ii) all shares of the Pledged Stock shall be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (A) all voting, corporate and other rights pertaining to such shares of the Pledged Stock at any meeting of shareholders of the applicable Issuer or otherwise and (B) any and all rights of conversion, exchange, subscription, subscription and any other rights, privileges or options pertaining to such shares of the Pledged Stock as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Stock upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of the applicable Issuer, or upon the exercise by the Pledgor or the Administrative Agent of any right, privilege or option pertaining to such shares of the Pledged Stock, and in connection therewith, the right to deposit and deliver any and all of the Pledged Stock with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to the Pledgor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.
(b) The rights of the Administrative Agent and the Lenders hereunder shall not be conditioned or contingent upon the pursuit by the Administrative Agent or any Lender of any right or remedy against the Pledgor or against any other Person which may be or become liable in respect of all or any part of the Obligation Obligations or against any collateral security therefor, guarantee therefor or right of offset with respect thereto. Neither the Administrative Agent nor any Lender shall 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 Administrative Agent be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Pledgor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof.
(c) Pledgor agrees to cooperate with and assist Administrative Agent and Lenders in connection with any filings to be with, or approvals required from, any Insurance Regulators or other Governmental Authorities.
Appears in 1 contract
Samples: Pledge Agreement (Corrections Corporation of America)
Rights of the Administrative Agent. (a) If With respect to each Pledgor, if an Event of Default shall occur and be continuing and the Administrative Agent shall give ten (10) Business Days prior written notice of its intent to exercise such rights to the such Pledgor, and subject to the receipt of any applicable approvals from Insurance Regulators, and compliance by Administrative Agent and Lenders with any applicable filing or other requirements of the applicable Insurance Regulators, (i) the Administrative Agent shall have the right to receive any and all cash dividends distributions paid in respect of the Pledged Stock and partnership and membership distributions in respect of the Partnership Interests Collateral and make application thereof to the Obligation Obligations in the order set forth in SECTION 11.8 of the Credit Agreement and (ii) all shares of the Pledged Stock shall be registered in the name of the Administrative Agent or its nomineeLoan Agreement, and the Administrative Agent or its nominee may thereafter exercise (A) all voting, corporate management and other rights pertaining to such shares of collateral (to the Pledged Stock at any meeting of shareholders of the applicable Issuer or otherwise and (B) any and all rights of conversion, exchange, subscription, and any other rights, privileges or options pertaining to such shares of the Pledged Stock as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Stock upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of the applicable Issuer, or upon the exercise by the Pledgor or the Administrative Agent of any right, privilege or option pertaining to such shares of the Pledged Stock, and in connection therewith, the right to deposit and deliver any and all of the Pledged Stock with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determineextent permitted under Applicable Law), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to the such Pledgor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.
(b) The rights of the Administrative Agent and the Lenders hereunder shall not be conditioned or contingent upon the pursuit by the Administrative Agent or any Lender of any right or remedy against the Pledgor Borrower, the Guarantors or against any other Person which may be or become liable in respect of all or any part of the Obligation Obligations or against any collateral security therefor, guarantee therefor or right of offset with respect thereto. Neither the Administrative Agent nor any Lender shall 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 Administrative Agent be under any obligation to sell or otherwise dispose of any Collateral upon the request of the any Pledgor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof.
(c) Pledgor agrees Pursuant to cooperate with any applicable provisions of the Code and assist any other applicable law, each of the Pledgors and the Borrower authorizes the Administrative Agent to file or record financing statements and Lenders other filing or recording documents or instruments with respect to the Collateral without the signature of such Pledgor or the Borrower in connection with any filings such form and in such offices as the Administrative Agent determines appropriate to be with, or approvals required from, any Insurance Regulators perfect the security interests of the Administrative Agent under this Agreement. A photographic or other Governmental Authoritiesreproduction of this Agreement shall be sufficient as a financing statement or other filing or recording document or instrument for filing or recording in any jurisdiction.
Appears in 1 contract
Samples: Loan Agreement (Medcath Corp)
Rights of the Administrative Agent. (a) If required by the Administrative Agent at any time after the occurrence of an Event of Default, any Proceeds collected by any or all of the Grantors and received as payment in respect of any Collateral shall be promptly deposited by the Grantor(s) in precisely the form received, except for its endorsement when required, in a special bank account maintained by the Administrative Agent (the "Collateral Account"), subject to withdrawal by the Administrative Agent only, as hereinafter provided, and until so turned over, shall be deemed to be held in trust by the Grantor(s) for and as the property of the Administrative Agent and shall not be commingled with the Grantors' other funds. Such proceeds, when deposited, shall continue to be collateral security for all of the Obligations and shall not constitute payment thereof until applied as hereinafter provided. If an Event of Default shall occur have occurred and be continuing and continuing, the Administrative Agent shall, at such intervals as it shall give notice determine, apply all or any part of its intent the funds on deposit in the Collateral Account on account of the principal of and/or interest on any of the Obligations, the order and method of such application to exercise be in the discretion of the Administrative Agent, and any part of such rights funds which the Administrative Agent elects not so to apply and deems not required as collateral security for the Obligations shall be paid over from time to time by the Administrative Agent to the PledgorGrantor(s). If an Event of Default shall not be continuing, funds deposited in the Collateral Account shall be immediately released to the Grantor(s). At the Administrative Agent's request, the Grantor(s) shall deliver to the Administrative Agent all original and other documents evidencing, and subject relating to, the sale and delivery of Inventory or the performance of labor or service which created the Accounts, including, but not limited to, all original orders, invoices and shipping receipts.
(b) The Administrative Agent may at any time notify Account Debtors that the Accounts have been assigned to the receipt of any applicable approvals from Insurance Regulators, and compliance by Administrative Agent and Lenders with any applicable filing or other requirements that payments shall be made directly to the Administrative Agent. Upon the request of the applicable Insurance RegulatorsAdministrative Agent at any time, the Grantors will so notify such Account Debtors. The Administrative Agent may in its own name or in the name of others communicate with Account Debtors in order to verify with them, to the Administrative Agent's satisfaction, the existence, amount and terms of any Accounts.
(ic) the The Administrative Agent shall have the right to receive any and all cash dividends paid in respect make test verifications of the Pledged Stock Accounts in any manner and partnership through any medium it considers advisable, and membership distributions the Grantors agree to furnish all such assistance and information as the Administrative Agent may require in respect of the Partnership Interests and make application thereof connection therewith. The Grantors at their expense will cause independent public accountants satisfactory to the Obligation in Administrative Agent to furnish to the order set forth in SECTION 11.8 Administrative Agent at any time and from time to time promptly upon the Administrative Agent's request, the following reports: (i) reconciliation of the Credit Agreement and all Accounts, (ii) an aging of all shares of the Pledged Stock shall be registered in the name of the Administrative Agent or its nomineeAccounts, (iii) trial balances, and the Administrative Agent or its nominee may thereafter exercise (Aiv) all voting, corporate and other rights pertaining to a test verification of such shares of the Pledged Stock at any meeting of shareholders of the applicable Issuer or otherwise and (B) any and all rights of conversion, exchange, subscription, and any other rights, privileges or options pertaining to such shares of the Pledged Stock as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Stock upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of the applicable Issuer, or upon the exercise by the Pledgor or the Administrative Agent of any right, privilege or option pertaining to such shares of the Pledged Stock, and in connection therewith, the right to deposit and deliver any and all of the Pledged Stock with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to the Pledgor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doingAccounts.
(b) The rights of the Administrative Agent and the Lenders hereunder shall not be conditioned or contingent upon the pursuit by the Administrative Agent or any Lender of any right or remedy against the Pledgor or against any other Person which may be or become liable in respect of all or any part of the Obligation or against any collateral security therefor, guarantee therefor or right of offset with respect thereto. Neither the Administrative Agent nor any Lender shall 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 Administrative Agent be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Pledgor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof.
(c) Pledgor agrees to cooperate with and assist Administrative Agent and Lenders in connection with any filings to be with, or approvals required from, any Insurance Regulators or other Governmental Authorities.
Appears in 1 contract
Rights of the Administrative Agent. (a) If With respect to each Pledgor, if an Event of Default shall occur and be continuing and the Administrative Agent shall give ten (10) Business Days prior written notice of its intent to exercise such rights to the such Pledgor, and subject to the receipt of any applicable approvals from Insurance Regulators, and compliance by Administrative Agent and Lenders with any applicable filing or other requirements of the applicable Insurance Regulators, (i) the Administrative Agent shall have the right to receive any and all cash dividends distributions paid in respect of the Pledged Stock and partnership and membership distributions in respect of the Partnership Interests Collateral and make application thereof to the Obligation Obligations in the order set forth in SECTION 11.8 of the Credit Agreement and (ii) all shares of the Pledged Stock shall be registered in the name of the Administrative Agent or its nomineeLoan Agreement, and the Administrative Agent or its nominee may thereafter exercise (A) all voting, corporate management and other rights pertaining to such shares of Collateral (to the Pledged Stock at any meeting of shareholders of the applicable Issuer or otherwise and (B) any and all rights of conversion, exchange, subscription, and any other rights, privileges or options pertaining to such shares of the Pledged Stock as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Stock upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of the applicable Issuer, or upon the exercise by the Pledgor or the Administrative Agent of any right, privilege or option pertaining to such shares of the Pledged Stock, and in connection therewith, the right to deposit and deliver any and all of the Pledged Stock with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determineextent permitted under Applicable Law), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to the such Pledgor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.
(b) The rights of the Administrative Agent and the Lenders hereunder shall not be conditioned or contingent upon the pursuit by the Administrative Agent or any Lender of any right or remedy against the Pledgor Borrower, the Guarantors or against any other Person which may be or become liable in respect of all or any part of the Obligation Obligations or against any collateral security therefor, guarantee therefor or right of offset with respect thereto. Neither the Administrative Agent nor any Lender shall 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 Administrative Agent be under any obligation to sell or otherwise dispose of any Collateral upon the request of the any Pledgor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof.
(c) Pledgor agrees Pursuant to cooperate with any applicable provisions of the Code and assist any other applicable law, each of the Pledgors and the Borrower authorizes the Administrative Agent to file or record financing statements and Lenders other filing or recording documents or instruments with respect to the Collateral without the signature of such Pledgor or the Borrower in connection with any filings such form and in such offices as the Administrative Agent determines appropriate to be with, or approvals required from, any Insurance Regulators perfect the security interests of the Administrative Agent under this Agreement. A photographic or other Governmental Authoritiesreproduction of this Agreement shall be sufficient as a financing statement or other filing or recording document or instrument for filing or recording in any jurisdiction.
Appears in 1 contract
Samples: Loan Agreement (Medcath Corp)
Rights of the Administrative Agent. (a) If an Event of Default shall occur and be continuing on or after the Borrowing Date and the Administrative Agent shall give notice of its intent to exercise such rights to the Pledgor, and subject to the receipt of any applicable approvals from Insurance Regulators, and compliance by Administrative Agent and Lenders with any applicable filing or other requirements of the applicable Insurance Regulators, (i) the Administrative Agent shall have the right to receive any and all cash dividends paid in respect of the Pledged Stock and partnership and membership distributions in respect of the Partnership Interests and make application thereof to the Obligation Obligations in the order set forth in SECTION 11.8 of the Credit Agreement and (ii) all shares of the Pledged Stock shall be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise exercise, in a commercially reasonable manner but otherwise in its discretion, (A) all voting, corporate and other rights pertaining to such shares of the Pledged Stock at any meeting of shareholders of the applicable Issuer or otherwise and (B) any and all rights of conversion, exchange, subscription, subscription and any other rights, privileges or options pertaining to such shares of the Pledged Stock as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Stock upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of the applicable Issuer, or upon the exercise by the Pledgor or the Administrative Agent of any right, privilege or option pertaining to such shares of the Pledged Stock, and in connection therewith, the right to deposit and deliver any and all of the Pledged Stock with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to the Pledgor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.
(b) The rights of the Administrative Agent and the Lenders hereunder shall not be conditioned or contingent upon the pursuit by the Administrative Agent or any Lender of any right or remedy against the Pledgor Borrower or against any other Person which may be or become liable in respect of all or any part of the Obligation Obligations or against any collateral security therefor, guarantee therefor or right of offset with respect thereto. Neither the Administrative Agent nor any Lender shall 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 Administrative Agent be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Pledgor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof.
(c) Pledgor agrees to cooperate with and assist Administrative Agent and Lenders in connection with any filings to be with, or approvals required from, any Insurance Regulators or other Governmental Authorities.
Appears in 1 contract
Rights of the Administrative Agent. (a) If an Event of Default shall occur on or after the Borrowing Date and be continuing and the Administrative Agent shall give notice of its intent to exercise such rights to the Pledgor, and subject to the receipt of any applicable approvals from Insurance Regulators, and compliance by Administrative Agent and Lenders with any applicable filing or other requirements of the applicable Insurance Regulators, (i) the Administrative Agent shall have the right to receive any and all cash dividends paid in respect of the Pledged Stock and partnership and membership distributions in respect of the Partnership Interests and make application thereof to the Obligation Obligations in the order set forth in SECTION 11.8 of the Credit Agreement and (ii) all shares of the Pledged Stock shall be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise exercise, in a commercially reasonable manner but otherwise in its discretion, (A) all voting, corporate and other rights pertaining to such shares of the Pledged Stock at any meeting of shareholders of the applicable Issuer or otherwise and (B) any and all rights of conversion, exchange, subscription, subscription and any other rights, privileges or options pertaining to such shares of the Pledged Stock as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Stock upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of the applicable Issuer, or upon the exercise by the Pledgor or the Administrative Agent of any right, privilege or option pertaining to such shares of the Pledged Stock, and in connection therewith, the right to deposit and deliver any and all of the Pledged Stock with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to the Pledgor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.
(b) The rights of the Administrative Agent and the Lenders hereunder shall not be conditioned or contingent upon the pursuit by the Administrative Agent or any Lender of any right or remedy against the Pledgor Borrower or against any other Person which may be or become liable in respect of all or any part of the Obligation Obligations or against any collateral security therefor, guarantee therefor or right of offset with respect thereto. Neither the Administrative Agent nor any Lender shall 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 Administrative Agent be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Pledgor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof.
(c) Pledgor agrees to cooperate with and assist Administrative Agent and Lenders in connection with any filings to be with, or approvals required from, any Insurance Regulators or other Governmental Authorities.
Appears in 1 contract
Rights of the Administrative Agent. (a) If an Following the occurrence and during the continuation of any Event of Default Termination or any Incipient Event of Termination during which a Level 3 Ratings Period shall occur and be continuing and in effect, the Administrative Agent may with the consent of, and shall give notice at the direction of, the Managing Agents (i) exercise its right to take exclusive ownership and control of its intent the Collection Account, Lock-Boxes and the Deposit Accounts by delivering Collection Notices, and each of the Borrower and the Servicer hereby agrees to exercise take any further action necessary that the Administrative Agent may reasonably request to effect such rights control, (ii) notify any or all of the Deposit Account Banks to remit all amounts deposited in the applicable Deposit Accounts to the Pledgor, and subject Collection Account or to any other account designated by the receipt of any applicable approvals from Insurance Regulators, and compliance by Administrative Agent and Lenders with any applicable filing or other requirements of (iii) deliver the applicable Insurance Regulators, (i) Lock-Box Transfer Notices to the appropriate addressees thereof. From and after the date the Administrative Agent shall have the exercises its right to receive any and all cash dividends paid in respect take exclusive control of the Pledged Stock Collection Account, all withdrawals and partnership and membership distributions in respect of to be made from the Partnership Interests and make application thereof to Collection Account by the Obligation in the order set forth in SECTION 11.8 of the Credit Agreement and (ii) all shares of the Pledged Stock Servicer hereunder shall be registered in the name of made by the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (A) all voting, corporate and other rights pertaining to such shares of the Pledged Stock at any meeting of shareholders of the applicable Issuer or otherwise and (B) any and all rights of conversion, exchange, subscription, and any other rights, privileges or options pertaining to such shares of the Pledged Stock as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Stock upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of the applicable Issuer, or upon the exercise by the Pledgor or the Administrative Agent of any right, privilege or option pertaining to such shares of the Pledged Stock, and in connection therewith, the right to deposit and deliver any and all of the Pledged Stock with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to the Pledgor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doingAgent.
(b) The rights of Borrower hereby grants to the Administrative Agent an irrevocable power of attorney, with full power of substitution, coupled with an interest, to take in the name of the Borrower, following the occurrence and during the Lenders hereunder shall not be conditioned continuance of an Event of Termination or contingent upon the pursuit by at any time after the Administrative Agent exercises its rights under Section 6.03(a), any and all steps which are necessary or advisable to endorse, negotiate or otherwise realize on any Lender writing or other right of any right kind in connection with any Receivable or remedy against the Pledgor or against any other Person which may be or become liable in respect of all or any part of the Obligation or against any collateral security therefor, guarantee therefor or right of offset with respect thereto. Neither the Administrative Agent nor any Lender shall 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 Administrative Agent be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Pledgor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereofCollateral.
(c) Pledgor agrees to cooperate with and assist At any time after the Original Effective Date, the Administrative Agent may, and Lenders in connection with upon the request of any filings Managing Agent shall, cause the Collection Account to be withestablished at an Eligible Institution (the “Collection Account Bank”). The Borrower shall cause the Collection Account Bank to agree in writing that the Administrative Agent shall have exclusive dominion and control over the Collection Account and that the Collection Account Bank will comply with instructions originated by the Administrative Agent directing disposition of the funds in the Collection Account without further consent by the Borrower; provided that until the Administrative Agent provides such instructions to the Collection Account Bank (in accordance with Section 6.03(a)), the Collection Account Bank shall be entitled to comply with instructions originated by the Servicer directing disposition of the funds in the Collection Account without further consent by the Borrower or approvals required from, any Insurance Regulators or other Governmental Authoritiesthe Administrative Agent.
Appears in 1 contract
Samples: Loan and Servicing Agreement (Newell Rubbermaid Inc)
Rights of the Administrative Agent. The Guarantor authorizes the Administrative Agent, on behalf of the Lenders, to perform any or all of the following acts at any time in its sole discretion, all without notice to the Guarantor and without affecting the payment and performance of the Guaranteed Obligations by the Guarantor:
(a) If an Event of Default shall occur and be continuing and the Administrative Agent shall give notice of its intent to exercise such rights to the Pledgor, and subject to the receipt of any applicable approvals from Insurance Regulators, and compliance by The Administrative Agent and the Lenders with may alter any applicable filing or other requirements terms of the applicable Insurance RegulatorsLoan Documents to which the Guarantor is not a party, (i) including renewing, compromising, extending, enforcing or accelerating, or otherwise changing the Administrative Agent shall have time for payment of, or increasing or decreasing the right to receive rate of interest on, the Loans or any and all cash dividends paid in respect part of them or increasing or decreasing the amount of the Pledged Stock and partnership and membership distributions in respect of the Partnership Interests and make application thereof to the Obligation in the order set forth in SECTION 11.8 of the Credit Agreement and (ii) all shares of the Pledged Stock shall be registered in the name of the Administrative Agent Loans or its nominee, and the Administrative Agent or its nominee may thereafter exercise (A) all voting, corporate and other rights pertaining to such shares of the Pledged Stock at any meeting of shareholders of the applicable Issuer or otherwise and (B) any and all rights of conversion, exchange, subscription, and any other rights, privileges or options pertaining to such shares of fees payable under the Pledged Stock as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Stock upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of the applicable Issuer, or upon the exercise by the Pledgor or the Administrative Agent of any right, privilege or option pertaining to such shares of the Pledged Stock, and in connection therewith, the right to deposit and deliver any and all of the Pledged Stock with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to the Pledgor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doingLoan Documents.
(b) The rights Administrative Agent and the Lenders may take and hold security for the Loans, the Letters of Credit and the Borrower's other obligations under the Credit Agreement, and the Guaranteed Obligations under this Completion Guaranty, accept additional or substituted security for any of the foregoing, and subordinate, exchange, enforce, waive, release, compromise, fail to perfect and sell or otherwise dispose of any such security.
(c) The Administrative Agent and the Lenders may direct the order and manner of any sale of all or any part of any security now or later to be held for the Loans, the Letters of Credit, this Completion Guaranty or any of the other Loan Documents, and may also bid at any such sale.
(d) The Administrative Agent and the Lenders may apply any payments or recoveries from the Borrower, or any other source (other than the Guarantor), and any proceeds of any security, to the Borrower's obligations under the Loan Documents in such manner, order and priority as they may elect, whether or not those Obligations are supported by this Completion Guaranty or secured at the time of the application.
(e) The Administrative Agent and the Lenders may release the Borrower of its liability for the Obligations under the Credit Agreement or any portion thereof.
(f) The Administrative Agent and the Lenders may substitute, add or release any one or more guarantors or endorsers.
(g) In addition to the Obligations under the Credit Agreement, the Administrative Agent and the Lenders hereunder shall not be conditioned or contingent upon the pursuit by the Administrative Agent or any Lender of any right or remedy against the Pledgor or against any may extend other Person which may be or become liable in respect of all or any part of the Obligation or against any collateral security therefor, guarantee therefor or right of offset with respect thereto. Neither the Administrative Agent nor any Lender shall 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 Administrative Agent be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Pledgor or any other Person or to take any other action whatsoever with regard credit to the Collateral Borrower, its Affiliates and the Guarantor or any part thereoftheir respective Affiliates and may take and hold security for the credit so extended, all without affecting the Guarantor's liability under this Completion Guaranty.
(ch) Pledgor agrees to cooperate with and assist The Administrative Agent and the Lenders in connection with may change the terms or conditions of disbursement of the Loans or the issuance of the Letters of Credit.
(i) The Administrative Agent and the Lenders may advance additional funds to the Borrower for any filings to be with, or approvals required from, any Insurance Regulators or other Governmental Authoritiespurpose.
Appears in 1 contract
Samples: Guaranty of Performance and Completion (Boyd Gaming Corp)
Rights of the Administrative Agent. (a) If Upon five days notice to the Seller, unless the Required Purchasers determine in their sole discretion that it would be impracticable or inadvisable to give such notice, the Administrative Agent at the direction of the Required Purchasers is authorized at any time to date and to deliver to the Lock-Box Banks and to the Depositary Bank, the Lock-Box Notices; provided, that if a Downgrade Event or an Event of Default shall occur Termination has occurred and be continuing and is continuing, such action by the Administrative Agent shall give notice of its intent to exercise such rights to the Pledgor, and subject to the receipt of may be taken at any applicable approvals from Insurance Regulators, and compliance by Administrative Agent and Lenders with any applicable filing or other requirements of the applicable Insurance Regulators, (i) the Administrative Agent shall have the right to receive any and all cash dividends paid in respect of the Pledged Stock and partnership and membership distributions in respect of the Partnership Interests and make application thereof to the Obligation time in the order set forth in SECTION 11.8 of the Credit Agreement and (ii) all shares of the Pledged Stock shall be registered in the name sole discretion of the Administrative Agent or its nomineeat the direction of any Purchaser. The Seller hereby transfers to the Administrative Agent, effective when the Administrative Agent delivers such Lock-Box Notices, the exclusive ownership and control of such Lock-Box Accounts or such Depositary Accounts. The Seller shall, and shall cause each Originator to, take any actions reasonably requested by the Administrative Agent to effect such transfer. The Administrative Agent at the direction of the Required Purchasers may notify the Obligors of Pool Receivables, at any time and at the Seller’s expense, of the ownership of Receivable Interests under this Agreement and may also direct that payments of all amounts due or that become due under any or all Receivables be made directly to the Administrative Agent or its nominee may thereafter exercise (A) all voting, corporate and other rights pertaining to such shares designee. In furtherance of the Pledged Stock at any meeting of shareholders of the applicable Issuer or otherwise and (B) any and all rights of conversionforegoing, exchange, subscription, and any other rights, privileges or options pertaining to such shares of the Pledged Stock as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Stock upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of the applicable Issuer, or upon the exercise by the Pledgor or the Administrative Agent of any rightshall, privilege or option pertaining to such shares upon the direction of the Pledged StockRequired Purchasers, be entitled to take all such actions as it deems necessary or advisable to exercise dominion and in connection therewith, control over the right to deposit collection and deliver any and all servicing of the Pledged Stock with any committeePool Receivables including such action as shall be necessary or desirable to cause all cash, depositary, transfer agent, registrar or checks and other designated agency upon such terms and conditions as it may determine), all without liability except instruments constituting Collections of Pool Receivables to account for property actually received by it, but come into the possession of the Administrative Agent shall have no duty to rather than the Pledgor to exercise any such right, privilege Seller. Unless the Required Purchasers determine in their sole discretion that it would be impractical or option and shall not be responsible for any failure inadvisable to do so or delay in so doingif a Downgrade Event or Event of Termination has occurred and is continuing, the Purchasers must give the Seller five days prior notice of any such action.
(b) At any time following the designation of a Collection Agent other than Georgia-Pacific pursuant to Section 6.01:
(i) The rights Administrative Agent may, and at the direction of the Required Purchasers shall, direct the Obligors of Pool Receivables that all payments thereunder be made directly to the Administrative Agent or its designee.
(ii) The Seller shall, and shall cause each Originator to, at the Administrative Agent’s request and at the expense of the Seller and the Originators, notify each Obligor of Pool Receivables of the ownership of Receivable Interests under this Agreement and direct that payments be made directly to the Administrative Agent or a designee of the Administrative Agent approved by the Required Purchasers.
(iii) The Seller shall, and shall cause each Originator to, at the Administrative Agent’s request (which shall be at the direction of the Required Purchasers) and at the expense of the Seller and the Originators, (A) assemble all of the Records that evidence or relate to the Pool Receivables, and the related Contracts and Related Security, or that are otherwise necessary or desirable to collect the Pool Receivables, and shall make the same available to the Administrative Agent or its designee, at a place selected by the Administrative Agent, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections of Pool Receivables in a manner acceptable to the Administrative Agent and the Required Purchasers and, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Administrative Agent or its designee.
(iv) The Seller hereby authorizes the Administrative Agent to take any and all steps in the Seller’s name and on behalf of the Seller that are necessary or desirable, in the determination of the Administrative Agent and the Lenders hereunder shall not be conditioned or contingent upon Required Purchasers, to collect amounts due under the pursuit by Pool Receivables, including, without limitation, endorsing the Administrative Agent or any Lender Seller’s name on checks and other instruments representing Collections of any right or remedy against Pool Receivables and enforcing the Pledgor or against any other Person which may be or become liable in respect of all or any part of Pool Receivables and the Obligation or against any collateral security therefor, guarantee therefor or right of offset with respect thereto. Neither the Administrative Agent nor any Lender shall 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 Administrative Agent be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Pledgor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereofRelated Security and related Contracts.
(c) Pledgor agrees to cooperate with and assist Administrative Agent and Lenders in connection with any filings to be with, or approvals required from, any Insurance Regulators or other Governmental Authorities.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Georgia Pacific Corp)
Rights of the Administrative Agent. (a) If an Event of Default shall occur and be continuing and the Administrative Agent shall give notice of its intent to exercise such rights to the Pledgor, and subject to the receipt of any applicable approvals from Insurance Regulators, and compliance by Administrative Agent and Lenders with any applicable filing or other requirements of the applicable Insurance Regulators, (i) the Administrative Agent shall have the right to receive any and all cash dividends paid payments or distributions made in respect of the Pledged Stock and partnership and membership distributions in respect of the Partnership Interests and make application thereof to the Obligation Obligations in the order set forth in SECTION 11.8 of the Credit Agreement and (ii) all shares of the Pledged Stock Interests shall be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise exercise, in a commercially reasonable manner but otherwise in its discretion (A) all voting, corporate voting and other partnership rights pertaining to such shares of the Pledged Stock Interests at any meeting of shareholders partners of the applicable Issuer or otherwise and (B) any and all rights of conversion, exchange, subscription, subscription and any other rights, privileges or options pertaining to such shares of the Pledged Stock as if it were the absolute owner thereof Interests (including, without limitation, the right to exchange at its discretion any and all of the Pledged Stock Interests upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate partnership structure of the applicable Issuer, or upon the exercise by the Pledgor or the Administrative Agent of any right, privilege or option pertaining to such shares of the Pledged StockInterests, and in connection therewith, the right to deposit and deliver any and all of the Pledged Stock Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to the Pledgor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.
(b) The rights of the Administrative Agent and the Lenders hereunder shall not be conditioned or contingent upon the pursuit by the Administrative Agent or any Lender of any right or remedy against the Pledgor Borrowers or against any other Person which may be or become liable in respect of all or any part of the Obligation Obligations or against any collateral security therefor, guarantee therefor or right of offset with respect thereto. Neither the Administrative Agent nor any Lender shall 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 Administrative Agent be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Pledgor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof.
(c) Pledgor agrees to cooperate with and assist Administrative Agent and Lenders in connection with any filings to be with, or approvals required from, any Insurance Regulators or other Governmental Authorities.
Appears in 1 contract
Samples: Credit Agreement (RCN Corp /De/)
Rights of the Administrative Agent. (a) If an Event of Default shall occur and Upon five days ----------------------------------- notice to the Seller, unless the Required Secondary Purchasers determine in their sole discretion that it would be continuing and impracticable or inadvisable to give such notice, the Administrative Agent shall give notice at the direction of its intent the Required Secondary Purchasers is authorized at any time to exercise such rights date and to deliver to the PledgorLock-Box Banks, and subject the Lock-Box Notices, to the receipt of any applicable approvals from Insurance RegulatorsDepositary Banks, the Depositary Notices and compliance by to the Concentration Banks, the Concentration Notices delivered hereunder. The Seller hereby transfers to the Administrative Agent and Lenders with any applicable filing or other requirements of the applicable Insurance RegulatorsAgent, (i) effective when the Administrative Agent delivers such Lock-Box Notices, such Depositary Notices or such Concentration Notices, as the case may be, the exclusive ownership and control of such Lock-Box Accounts, such Depositary Accounts or such Concentration Accounts. The Seller shall, and shall have cause each Seller Subsidiary to, take any actions reasonably requested by the right Administrative Agent to receive effect such transfer. In case any and all cash dividends paid in respect authorized signatory of the Pledged Stock Seller and partnership and membership distributions any Seller Subsidiary whose signature appears on a Lock-Box Notice, a Depositary Notice or a Concentration Notice shall cease to have such authority before the delivery of such Lock-Box Notice, such Depositary Notice or a Concentration Notice, such signature shall nevertheless be valid as if such authority had remained in respect force. The Administrative Agent at the direction of the Partnership Interests Required Secondary Purchasers may notify the Obligors of Pool Receivables, at any time and make application thereof to at the Obligation in the order set forth in SECTION 11.8 Seller's expense, of the Credit ownership of Receivable Interests under this Agreement and (ii) may also direct that payments of all shares of the Pledged Stock shall amounts due or that become due under any or all Receivables be registered in the name of made directly to the Administrative Agent or its nomineedesignee. In furtherance of the foregoing, the Administrative Agent shall, upon the direction of the Required Secondary Purchasers, be entitled to take all such actions at it deems necessary or advisable to exercise dominion and control over the collection and servicing of the Pool Receivables including such action as shall be necessary or desirable to cause all cash, checks and other instruments constituting Collections of Pool Receivables to come into the possession of the Administrative Agent rather than the Seller. Unless the Required Secondary Purchasers determine in their sole discretion that it would be impractical or inadvisable to do so, the Secondary Purchasers must give the Seller five days prior notice of any such action.
(b) At any time following the designation of a Collection Agent other than the Seller pursuant to Section 6.01:
(i) The Administrative Agent may, and at the direction of the Required Secondary Purchasers shall, direct the Obligors of Pool Receivables that all payments thereunder be made directly to the Administrative Agent or its nominee may thereafter exercise designee.
(ii) The Seller shall, and shall cause each Seller Subsidiary to, at the Administrative Agent's request and at the expense of the Seller and the Seller Subsidiaries, notify each Obligor of Pool Receivables of the ownership of Receivable Interests under this Agreement and direct that payments be made directly to the Administrative Agent or a designee of the Administrative Agent approved by the Required Secondary Purchasers.
(iii) The Seller shall, and shall cause each Seller Subsidiary to, at the Administrative Agent's request (which shall be at the direction of the Required Secondary Purchasers) and at the expense of the Seller and the Seller Subsidiaries, (A) assemble all voting, corporate and other rights pertaining to such shares of the Pledged Stock Records that evidence or relate to the Pool Receivables, and the related Contracts and Related Security, or that are otherwise necessary or desirable to collect the Pool Receivables, and shall make the same available to the Administrative Agent or its designee, at any meeting of shareholders of a place selected by the applicable Issuer or otherwise and Administrative Agent, (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections of Pool Receivables in a manner acceptable to the Administrative Agent and the Required Secondary Purchasers and, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Administrative Agent or its designee.
(iv) The Seller and each Seller Subsidiary hereby authorizes the Administrative Agent to take any and all rights of conversion, exchange, subscription, steps in the Seller's or such Seller Subsidiary's name and any other rights, privileges or options pertaining to such shares on behalf of the Pledged Stock as if it were the absolute owner thereof (includingSeller or such Seller Subsidiary that are necessary or desirable, without limitation, the right to exchange at its discretion any and all of the Pledged Stock upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of the applicable Issuer, or upon the exercise by the Pledgor or the Administrative Agent of any right, privilege or option pertaining to such shares of the Pledged Stock, and in connection therewith, the right to deposit and deliver any and all of the Pledged Stock with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to the Pledgor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.
(b) The rights determination of the Administrative Agent and the Lenders hereunder shall not be conditioned Required Secondary Purchasers, to collect amounts due under the Pool Receivables, including, without limitation, endorsing the Seller's or contingent upon such Seller Subsidiary's name on checks and other instruments representing Collections of Pool Receivables and enforcing the pursuit by Pool Receivables and the Administrative Agent or any Lender of any right or remedy against the Pledgor or against any other Person which may be or become liable in respect of all or any part of the Obligation or against any collateral security therefor, guarantee therefor or right of offset with respect thereto. Neither the Administrative Agent nor any Lender shall 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 Administrative Agent be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Pledgor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereofRelated Security and related Contracts.
(c) Pledgor agrees to cooperate with and assist Administrative Agent and Lenders in connection with any filings to be with, or approvals required from, any Insurance Regulators or other Governmental Authorities.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Georgia Pacific Corp)
Rights of the Administrative Agent. (a) If an Event of Default shall occur and be continuing and the Administrative Agent shall give notice of its intent to exercise such rights to the Pledgor, and subject to the receipt of any applicable approvals from Insurance Regulators, and compliance by Administrative Agent and Lenders with any applicable filing or other requirements of the applicable Insurance RegulatorsPledgors, (i) the Administrative Agent shall have the right to receive any and all cash dividends paid in respect of the Pledged Stock and or partnership and membership distributions in respect of the Partnership Partnership/LLC Interests and make application thereof to the Obligation Obligations in the order set forth in SECTION 11.8 accordance with Section 4.5 of the Credit Agreement and (ii) all shares of the Pledged Stock and the Partnership/LLC Interests represented by instruments shall be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (A) all voting, corporate corporate, partnership, membership and other rights pertaining to such shares of the Pledged Stock Collateral at any meeting of shareholders shareholders, partners or members of the applicable Issuer entity or otherwise and (B) any and all rights of conversion, exchange, subscription, subscription and any other rights, privileges or options pertaining to such shares of the Pledged Stock Collateral as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Stock Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of the applicable Issuerentity, or upon the exercise by the relevant Pledgor or the Administrative Agent of any right, privilege or option pertaining to such shares of the Pledged StockCollateral, and in connection therewith, the right to deposit and deliver any and all of the Pledged Stock Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to the any Pledgor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.
(b) The rights of the Administrative Agent and the Lenders hereunder shall not be conditioned or contingent upon the pursuit by the Administrative Agent or any Lender of any right or remedy against the any Pledgor or against any other Person which may be or become liable in respect of all or any part of the Obligation Obligations or against any collateral security therefor, guarantee therefor thereof or right of offset with respect thereto. Neither the Administrative Agent nor any Lender shall 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 Administrative Agent be under any obligation to sell or otherwise dispose of any Collateral upon the request of the any Pledgor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof.
(c) Pledgor agrees to cooperate with and assist Administrative Agent and Lenders in connection with any filings to be with, or approvals required from, any Insurance Regulators or other Governmental Authorities.
Appears in 1 contract
Rights of the Administrative Agent. (a) If Insofar as any Other Borrower Obligation represents an Event of Default shall occur and be continuing and the Administrative Agent shall give notice of its intent to exercise such rights to the Pledgor, and subject to the receipt obligation of any applicable approvals from Insurance Regulators, and compliance by Administrative Agent and Lenders with any applicable filing or other requirements Other Borrower (but not insofar as it represents an obligation of the applicable Insurance Regulators, (iIndividual Borrower) the Administrative Agent shall have the right to receive and without limiting any and all cash dividends paid in respect of the Pledged Stock and partnership and membership distributions in respect of the Partnership Interests and make application thereof to the Obligation in the order set forth in SECTION 11.8 of the Credit Agreement and (ii) all shares of the Pledged Stock shall be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (A) all voting, corporate and other rights pertaining to such shares or remedies of the Pledged Stock at any meeting of shareholders of the applicable Issuer or otherwise and (B) any and all rights of conversion, exchange, subscription, and any other rights, privileges or options pertaining to such shares of the Pledged Stock as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Stock upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of the applicable Issuer, or upon the exercise by the Pledgor or the Administrative Agent of any right, privilege or option pertaining to such shares of the Pledged Stock, and in connection therewith, the right to deposit and deliver any and all of the Pledged Stock with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to the Pledgor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.
(b) The rights of the Administrative Agent and the Lenders hereunder shall not be conditioned or contingent upon the pursuit by the Administrative Agent or any Lender on account of the obligations of such Individual Borrower under this Agreement or the other Loan Documents or any security encumbered by such Individual Borrower for any such obligations, each Individual Borrower authorizes the Administrative Agent to perform any or all of the following acts at any time in its sole and absolute discretion, all without notice to such Individual Borrower and without affecting Administrative Agent’s rights or such Individual Borrower's obligations under this Loan Agreement or the other Loan Documents or any security encumbered by such Individual Borrower for any such obligations:
(1) The Administrative Agent may alter any terms of such Other Borrower Obligation or any part of it, including renewing, compromising, extending or accelerating, or otherwise changing the time for payment of, or increasing or decreasing the rate of interest on, such Other Borrower Obligation or any part of it.
(2) The Administrative Agent may take and hold security for such Other Borrower Obligation, accept additional or substituted security therefor, and subordinate, exchange, enforce, waive, release, compromise, fail to perfect and sell or otherwise dispose of any right or remedy against such security.
(3) The Administrative Agent may direct the Pledgor or against order and manner of any other Person which may be or become liable in respect sale of all or any part of the Obligation any security now or against any collateral security thereforlater to be held for such Other Borrower Obligation, guarantee therefor or right of offset with respect thereto. Neither and the Administrative Agent nor may also bid at any Lender shall be liable such sale.
(4) Except as expressly provided in this Agreement or the other Loan Documents, the Administrative Agent may apply any payments or recoveries from any Other Borrower, such Individual Borrower or any other source, and any proceeds of any security, to the obligations of such Individual Borrower under this Agreement and the other Loan Documents and to any Other Borrower Obligation in such manner, order and priority as the Administrative Agent may elect.
(5) The Administrative Agent may release any Other Borrower of its liability 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 Administrative Agent be under any obligation to sell or otherwise dispose portion of any Collateral upon the request of the Pledgor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereofOther Borrower Obligation.
(c6) Pledgor agrees to cooperate with and assist The Administrative Agent may substitute, add or release any one or more guarantors or endorsers for any Other Borrower Obligation.
(7) The Administrative Agent may extend other credit to any Other Borrower, and Lenders in connection with any filings to be with, or approvals required from, any Insurance Regulators or other Governmental Authoritiesmay take and hold security for the credit so extended.
Appears in 1 contract
Samples: Construction Loan Agreement (Maguire Properties Inc)
Rights of the Administrative Agent. (a) If an Event of Default shall occur and be continuing on and after the Borrowing Date and the Administrative Agent shall give notice of its intent to exercise such rights to the Pledgor, and subject to the receipt of any applicable approvals from Insurance Regulators, and compliance by Administrative Agent and Lenders with any applicable filing or other requirements of the applicable Insurance Regulators, (i) the Administrative Agent shall have the right to receive any and all cash dividends paid in respect of the Pledged Stock and partnership and membership distributions in respect of the Partnership Interests and make application thereof to the Obligation Obligations in the order set forth in SECTION 11.8 of the Credit Agreement and (ii) all shares of the Pledged Stock shall be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise exercise, in a commercially reasonable manner but otherwise in its discretion, (A) all voting, corporate and other rights pertaining to such shares of the Pledged Stock at any meeting of shareholders of the applicable each Issuer or otherwise and (B) any and all rights of conversion, exchange, subscription, subscription and any other rights, privileges or options pertaining to such shares of the Pledged Stock as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Stock upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of the applicable each Issuer, or upon the exercise by the Pledgor or the Administrative Agent of any right, privilege or option pertaining to such shares of the Pledged Stock, and in connection therewith, the right to deposit and deliver any and all of the Pledged Stock with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to the Pledgor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.
(b) The rights of the Administrative Agent and the Lenders hereunder shall not be conditioned or contingent upon the pursuit by the Administrative Agent or any Lender of any right or remedy against the Pledgor Borrowers or against any other Person which may be or become liable in respect of all or any part of the Obligation Obligations or against any collateral security therefor, guarantee therefor or right of offset with respect thereto. Neither the Administrative Agent nor any Lender shall 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 Administrative Agent be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Pledgor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof.
(c) Pledgor agrees to cooperate with and assist Administrative Agent and Lenders in connection with any filings to be with, or approvals required from, any Insurance Regulators or other Governmental Authorities.
Appears in 1 contract
Samples: Credit Agreement (RCN Corp /De/)
