Specific Remedies. (a) During any period other than a Cash Dominion Trigger Period and subject to the terms of the Credit Agreement, the Administrative Agent hereby authorizes each Grantor to collect such Grantor’s Accounts in the Ordinary Course of Business. (b) During a Cash Dominion Trigger Period: (i) upon the request of the Administrative Agent, each Grantor shall notify (such notice to be in form and substance satisfactory to the Administrative Agent) its Account Debtors and parties to the Material Contracts subject to a Security Interest that such Accounts and the Material Contracts have been assigned to the Administrative Agent, for the ratable benefit of the Secured Parties; (ii) upon the request of the Administrative Agent, each Grantor shall forward to the Administrative Agent, on the last Business Day of each week, deposit slips related to all cash, money, checks or any other similar items of payment received by the Grantor during such week, and copies of such checks or any other similar items of payment, together with a statement showing the application of all payments on the Collateral during such week and a collection report with regard thereto, in form and substance satisfactory to the Administrative Agent; (iii) the Administrative Agent may deliver such notices and instructions in accordance with control agreements covering Deposit Accounts (other than Excluded Accounts) and/or Securities Accounts. In addition, whenever any Grantor shall receive any cash, money, checks or any other similar items of payment relating to any Collateral (including any Proceeds of any Collateral), subject to the terms of any Permitted Liens, such Grantor agrees that it will, within one (1) Business Day of such receipt, deposit all such items of payment into the Dominion Account, and until such Grantor shall deposit such cash, money, checks or any other similar items of payment in the Dominion Account, such Grantor shall hold such cash, money, checks or any other similar items of payment in trust for the Secured Parties and as property of the Secured Parties, separate from the other funds of such Grantor, and the Administrative Agent shall have the right to transfer or direct the transfer of the balance of each Deposit Account (other than an Excluded Deposit Account) to the Dominion Account. All such Collateral and Proceeds of Collateral received by the Administrative Agent hereunder shall be held by the Administrative Agent in the Dominion Account as collateral security for all the Secured Obligations and shall not constitute payment thereof until applied as provided in Section 5.4; (c) After the occurrence and during the continuance of an Event of Default: (i) the Administrative Agent shall have the right to receive any and all cash dividends, payments or distributions made in respect of any Investment Property, any Partnership/LLC Interests or any other Proceeds paid in respect of any Investment Property or any Partnership/LLC Interests, and any or all of any Investment Property that is included as Collateral or any Partnership/LLC Interests that are Pledged Capital Stock may, at the option of the Administrative Agent and the Secured Parties, 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 Investment Property, or such Partnership/LLC Interests at any meeting of shareholders, partners or members of the relevant Issuers or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Investment Property or such Partnership/LLC Interests as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all Investment Property or any and all Partnership/LLC Interests issued upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate, partnership or limited liability company structure of any Issuer that is a Grantor (other than Imation) or a Pledged Foreign Subsidiary or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Investment Property or such Partnership/LLC Interests, and in connection therewith, the right to deposit and deliver any and all of such Investment Property or any and all of such Partnership/LLC Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it; but the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and the Administrative Agent and the other Secured Parties shall not be responsible for any failure to do so or delay in so doing. In furtherance thereof, each Grantor hereby authorizes and instructs each Issuer (i) that is a Grantor (other than Imation) or a Pledged Foreign Subsidiary with respect to any Collateral consisting of Investment Property and Partnership/LLC Interests of such Issuer to 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 Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying following receipt of such notice and prior to notice that such Event of Default is no longer continuing, and (ii) except as otherwise expressly permitted hereby and solely during a Cash Dominion Trigger Period, to pay any cash dividends, distributions or other payments with respect to any Investment Property, or Partnership/LLC Interests issued by such Issuer directly to the Dominion Account or such other Controlled Depositary as the Administrative Agent may direct; and (ii) the Administrative Agent shall be entitled to (but shall not be required to): (A) proceed to perform any and all obligations of the applicable Grantor under any Material Contract and exercise all rights of such Grantor thereunder as fully as such Grantor itself could, (B) do all other acts which the Administrative Agent may deem necessary or proper to protect its Security Interest granted hereunder, provided such acts are not inconsistent with or in violation of the terms of any of the Credit Agreement, of the other Loan Documents or applicable Law, and (C) sell, assign or otherwise transfer any Material Contract in accordance with the Credit Agreement, the other Loan Documents and applicable Law, subject, however, to the prior approval of each other party to such Material Contract, to the extent required under the Material Contract. (iii) The Administrative Agent is hereby granted an irrevocable, non-exclusive license or other right to use, license or sub-license (without payment of royalty or other compensation to any Person) of any or all Intellectual Property of each Grantor, computer hardware and software, trade secrets, brochures, customer lists, promotional and advertising materials, labels, packaging materials and other Property, in advertising for sale, marketing, selling, collecting, completing manufacture of, or otherwise exercising any rights or remedies with respect to, any Collateral; provided that the Administrative Agent shall not be entitled to exercise its rights under any such license, sub-license or right to use until such time as the Administrative Agent shall have received consent or direction from the Required Lenders pursuant to Section 8.02(d) of the Credit Agreement. (d) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 5.2(b), each Grantor shall be permitted to receive all cash dividends, payments or other distributions made in respect of any Investment Property and any Partnership/LLC Interests, in each case paid in the Ordinary Course of Business to the extent permitted in the Credit Agreement, and to exercise all voting and other corporate, company and partnership rights with respect to any Investment Property and Partnership/LLC Interests; provided that, no vote shall be cast or other corporate, company and partnership right exercised or other action taken which, in the Administrative Agent’s reasonable judgment, would impair the Collateral in any material respect or which would result in a Default or Event of Default under any provision of the Credit Agreement, this Agreement or any other Loan Document.
Appears in 3 contracts
Samples: Credit Agreement (Imation Corp), Credit Agreement (Imation Corp), Credit Agreement (Imation Corp)
Specific Remedies. (a) During any period other than a Cash Dominion Trigger Period and subject to the terms of the Credit Agreement, the The Administrative Agent hereby authorizes each Grantor to collect such Grantor’s Accounts in Accounts, under the Ordinary Course Administrative Agent’s direction and control; provided that, the Administrative Agent may curtail or terminate such authority at any time after the occurrence and during the continuance of Businessan Event of Default.
(b) During a Cash Dominion Trigger PeriodUpon the occurrence and during the continuance of an Event of Default:
(i) the Administrative Agent may communicate with Account Debtors of any Account subject to a Security Interest and upon the request of the Administrative Agent, each Grantor shall notify (such notice to be in form and substance satisfactory to the Administrative Agent) its Account Debtors and parties to the Material Contracts subject to a Security Interest that such Accounts and the Material Contracts have been assigned to the Administrative Agent, for the ratable benefit of itself and the other Secured Parties;
(ii) upon the request of the Administrative Agent, each Grantor shall forward to the Administrative Agent, on the last Business Day of each week, deposit slips related to all cash, money, checks or any other similar items of payment received by the Grantor during such week, and and, if requested by the Administrative Agent, copies of such checks or any other similar items of payment, together with a statement showing the application of all payments on the Collateral during such week and a collection report with regard thereto, in form and substance satisfactory to the Administrative Agent;
(iii) the Administrative Agent may deliver such notices and instructions in accordance with control agreements covering Deposit Accounts (other than Excluded Accounts) and/or Securities Accounts. In addition, whenever any Grantor shall receive any cash, money, checks or any other similar items of payment relating to any Collateral (including any Proceeds of any Collateral), subject to the terms of the Revolving Loan Agreement (if applicable) and any other Permitted Liens, such Grantor agrees that it will, within one (1) Business Day of such receipt, deposit deposit, or cause to be deposited, all such items of payment into an account maintained under the Dominion sole dominion and control of the Administrative Agent (the “Collateral Account”) or in a Deposit Account (other than an Excluded Deposit Account) at a Controlled Depositary, and until such Grantor shall deposit such cash, money, checks or any other similar items of payment in the Dominion Collateral Account or in a Deposit Account (other than an Excluded Deposit Account) at a Controlled Depositary, such Grantor shall hold such cash, money, checks or any other similar items of payment in trust for the Secured Parties Administrative Agent and Lenders and as property of the Secured PartiesAdministrative Agent and Lenders, separate from the other funds of such Grantor, and the Administrative Agent shall have the right in to transfer or direct the transfer of the balance of each Deposit Account (other than an Excluded Deposit Account) to the Dominion Collateral Account. All such Collateral and Proceeds of Collateral received by the Administrative Agent hereunder shall be held by the Administrative Agent in the Dominion Collateral Account as collateral security for all the Secured Obligations and shall not constitute payment thereof until applied as provided in Section 5.4;
(c) After the occurrence and during the continuance of an Event of Default:
(iiv) the Administrative Agent shall have the right to receive any and all cash dividends, payments or distributions made in respect of any Investment Property, any or Partnership/LLC Interests or any other Proceeds paid in respect of any Investment Property Property, or any Partnership/LLC Interests, and any or all of any Investment Property that is included as Collateral Property, or any Partnership/LLC Interests that are Pledged Capital Stock may, at the option of the Administrative Agent and the Secured Parties, 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 Investment Property, or such Partnership/LLC Interests at any meeting of shareholders, partners or members of the relevant Issuers or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Investment Property Property, or such 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 Investment Property Property, or any and all Partnership/LLC Interests issued upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate, partnership or limited liability company structure of any Issuer that is a Grantor (other than Imation) or a Pledged Foreign Subsidiary or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Investment Property Property, or such Partnership/LLC Interests, and in connection therewith, the right to deposit and deliver any and all of such the Investment Property Property, or any and all of such Partnership/LLC Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it; but the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and the Administrative Agent and the other Secured Parties Lenders shall not be responsible for any failure to do so or delay in so doing. In furtherance thereof, each Grantor hereby authorizes and instructs each Issuer (i) that is a Grantor (other than Imation) or a Pledged Foreign Subsidiary with respect to any Collateral consisting of Investment Property and Partnership/LLC Interests of such Issuer 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 Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying following receipt of such notice and prior to notice that such Event of Default is no longer continuing, and (ii) except as otherwise expressly permitted hereby and solely during a Cash Dominion Trigger Periodhereby, to pay any cash dividends, distributions or other payments with respect to any Investment Property, or Partnership/LLC Interests issued by such Issuer directly to the Dominion Account or such other Controlled Depositary as the Administrative Agent may directAgent; and
(iiv) the Administrative Agent shall be entitled to (but shall not be required to): (A) proceed to perform any and all obligations of the applicable Grantor under any Material Contract and exercise all rights of such Grantor thereunder as fully as such Grantor itself could, (B) do all other acts which the Administrative Agent may deem necessary or proper to protect its Security Interest granted hereunder, provided such acts are not inconsistent with or in violation of the terms of any of the Credit Agreement, of the other Loan Documents or applicable Applicable Law, and (C) sell, assign or otherwise transfer any Material Contract in accordance with the Credit Agreement, the other Loan Documents and applicable Applicable Law, subject, however, to the prior approval of each other party to such Material Contract, to the extent required under the Material Contract.
(iii) The Administrative Agent is hereby granted an irrevocable, non-exclusive license or other right to use, license or sub-license (without payment of royalty or other compensation to any Person) of any or all Intellectual Property of each Grantor, computer hardware and software, trade secrets, brochures, customer lists, promotional and advertising materials, labels, packaging materials and other Property, in advertising for sale, marketing, selling, collecting, completing manufacture of, or otherwise exercising any rights or remedies with respect to, any Collateral; provided that the Administrative Agent shall not be entitled to exercise its rights under any such license, sub-license or right to use until such time as the Administrative Agent shall have received consent or direction from the Required Lenders pursuant to Section 8.02(d) of the Credit Agreement.
(d) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 5.2(b), each Grantor shall be permitted to receive all cash dividends, payments or other distributions made in respect of any Investment Property and any Partnership/LLC Interests, in each case paid in the Ordinary Course of Business to the extent permitted in the Credit Agreement, and to exercise all voting and other corporate, company and partnership rights with respect to any Investment Property and Partnership/LLC Interests; provided that, no vote shall be cast or other corporate, company and partnership right exercised or other action taken which, in the Administrative Agent’s reasonable judgment, would impair the Collateral in any material respect or which would result in a Default or Event of Default under any provision of the Credit Agreement, this Agreement or any other Loan Document.
Appears in 2 contracts
Samples: Credit Agreement (Hhgregg, Inc.), Collateral Agreement (Hhgregg, Inc.)
Specific Remedies. (a) During any period other than a Cash Dominion Trigger Period and subject to the terms of the Credit Agreement, the The Administrative Agent hereby authorizes each Grantor to collect such Grantor’s Accounts in the Ordinary Course ordinary course of Businessits business; provided that, the Administrative Agent may curtail or terminate such authority at any time after the occurrence and during the continuance of an Event of Default.
(b) During a Cash Dominion Trigger PeriodUpon the occurrence and during the continuance of an Event of Default:
(i) the Administrative Agent may communicate with Account Debtors of any Account subject to a Security Interest and, upon the request of the Administrative Agent, each Grantor shall notify (such notice to be in form and substance satisfactory to the Administrative Agent) its Account Debtors and parties to the Material Contracts subject to a Security Interest that such Accounts and the Material Contracts have been assigned to the Administrative Agent, for the ratable benefit of the Secured Parties;
(ii) upon the request of the Administrative Agent, each Grantor shall forward to the Administrative Agent, on the last Business Day of each week, deposit slips related to all cash, money, checks or any other similar items of payment received by the Grantor during such week, and and, if requested by the Administrative Agent, copies of such checks or any other similar items of payment, together with a statement showing the application of all payments on the Collateral during such week and a collection report with regard thereto, in form and substance satisfactory to the Administrative Agent;
(iii) the Administrative Agent may deliver such notices and instructions in accordance with control agreements covering Deposit Accounts (other than Excluded Accounts) and/or Securities Accounts. In addition, whenever any Grantor shall receive any cash, money, checks or any other similar items of payment relating to any Collateral (including any Proceeds of any Collateral), subject to the terms of any Permitted Liens, such Grantor agrees that it will, within one (1) Business Day of such receipt, deposit all such items of payment into the Dominion Collateral Account or in a Deposit Account (other than an Excluded Deposit Account) at a Controlled Depositary, and until such Grantor shall deposit such cash, money, checks or any other similar items of payment in the Dominion Collateral Account or in a Deposit Account (other than an Excluded Deposit Account) at a Controlled Depositary, such Grantor shall hold such cash, money, checks or any other similar items of payment in trust for the Secured Parties and as property of the Secured Parties, separate from the other funds of such Grantor, and the Administrative Agent shall have the right to transfer or direct the transfer of the balance of each Deposit Account (other than an Excluded Deposit Account) to the Dominion Collateral Account. All such Collateral and Proceeds of Collateral received by the Administrative Agent hereunder shall be held by the Administrative Agent in the Dominion Collateral Account as collateral security for all the Secured Obligations and shall not constitute payment thereof until applied as provided in Section 5.4;
(c) After the occurrence and during the continuance of an Event of Default:
(iiv) the Administrative Agent shall have the right to receive any and all cash dividends, payments or distributions made in respect of any Investment Property, any Partnership/LLC Interests or any other Proceeds paid in respect of any Investment Property or any Partnership/LLC Interests, and any or all of any Investment Property that is included as Collateral or any Partnership/LLC Interests that are Pledged Capital Stock may, at the option of the Administrative Agent and the Secured Parties, 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 Investment Property, Property or such Partnership/LLC Interests at any meeting of shareholders, partners or members of the relevant Issuers or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Investment Property or such 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 Investment Property or any and all of the Partnership/LLC Interests issued upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate, partnership or limited liability company structure of any Issuer that is a Grantor (other than Imation) or a Pledged Foreign Subsidiary or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Investment Property or such Partnership/LLC Interests, and in connection therewith, the right to deposit and deliver any and all of such the Investment Property or any and all of such the Partnership/LLC Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it; but the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and the Administrative Agent and the other Secured Parties shall not be responsible for any failure to do so or delay in so doing. In furtherance thereof, each Grantor hereby authorizes and instructs each Issuer (i) that is a Grantor (other than Imation) or a Pledged Foreign Subsidiary with respect to any Collateral consisting of Investment Property and Partnership/LLC Interests of such Issuer 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 Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying following receipt of such notice and prior to notice that such Event of Default is no longer continuing, and (ii) except as otherwise expressly permitted hereby and solely during a Cash Dominion Trigger Periodhereby, to pay any cash dividends, distributions or other payments with respect to any Investment Property, or any Partnership/LLC Interests issued by such Issuer directly to the Dominion Account or such other Controlled Depositary as the Administrative Agent may directAgent; and
(iiv) the Administrative Agent shall be entitled to (but shall not be required to): (A) proceed to perform any and all obligations of the applicable Grantor under any Material Contract and exercise all rights of such Grantor thereunder as fully as such Grantor itself could, (B) do all other acts which the Administrative Agent may deem necessary or proper to protect its Security Interest granted hereunder, provided such acts are not inconsistent with or in violation of the terms of any of the Credit Agreement, of the other Loan Documents or applicable Law, and (C) sell, assign or otherwise transfer any Material Contract in accordance with the Credit Agreement, the other Loan Documents and applicable Law, subject, however, to the prior approval of each other party to such Material Contract, to the extent required under the Material Contract.
(iii) The Administrative Agent is hereby granted an irrevocable, non-exclusive license or other right to use, license or sub-license (without payment of royalty or other compensation to any Person) of any or all Intellectual Property of each Grantor, computer hardware and software, trade secrets, brochures, customer lists, promotional and advertising materials, labels, packaging materials and other Property, in advertising for sale, marketing, selling, collecting, completing manufacture of, or otherwise exercising any rights or remedies with respect to, any Collateral; provided that the Administrative Agent shall not be entitled to exercise its rights under any such license, sub-license or right to use until such time as the Administrative Agent shall have received consent or direction from the Required Lenders pursuant to Section 8.02(d) of the Credit Agreement.
(dc) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 5.2(b), each Grantor shall be permitted to receive all cash dividends, payments or other distributions made in respect of any Investment Property and any Partnership/LLC Interests, in each case paid in the Ordinary Course normal course of Business business of the relevant Issuer and consistent with past practice, to the extent permitted in the Credit Agreement, and to exercise all voting and other corporate, company and partnership rights with respect to any Investment Property and any Partnership/LLC Interests; provided that, no vote shall be cast or other corporate, company and partnership right exercised or other action taken which, in the Administrative Agent’s reasonable judgment, would impair the Collateral in any material respect or which would result in a Default or Event of Default under any provision of the Credit Agreement, this Agreement or any other Loan Document.
Appears in 2 contracts
Samples: First Lien Collateral Agreement (Prospect Medical Holdings Inc), Second Lien Collateral Agreement (Prospect Medical Holdings Inc)
Specific Remedies. (a) During any period other than a Cash Dominion Trigger Period Upon the occurrence and subject to during the terms continuance of the Credit Agreement, the Administrative Agent hereby authorizes each Grantor to collect such Grantor’s Accounts in the Ordinary Course an Event of Business.
(b) During a Cash Dominion Trigger PeriodDefault:
(i) upon the request of the Administrative Agent, each Grantor shall notify (such notice to be in form and substance satisfactory to the Administrative Agent) its Account Debtors and parties to the Material Contracts subject to a Security Interest that such Accounts and the Material Contracts have been assigned to the Administrative Agent, for the ratable benefit of the Secured Parties;
(ii) upon the request of the Administrative Agent, each Grantor shall forward to the Administrative Agent, on the last Business Day of each week, deposit slips related to all cash, money, checks or any other similar items of payment received by the Grantor during such week, and and, if requested by the Administrative Agent, copies of such checks or any other similar items of payment, together with a statement showing the application of all payments on the Collateral during such week and a collection report with regard thereto, in form and substance satisfactory to the Administrative Agent;
(iiiii) the Administrative Agent may deliver such notices and instructions in accordance with control agreements covering Deposit Accounts (other than Excluded Accounts) and/or Securities Accounts. In addition, whenever any Grantor shall receive any cash, money, checks or any other similar items of payment relating to any Collateral (including any Proceeds of any Collateral), subject to the terms of any Permitted Liens, such Grantor agrees that it will, within one (1) Business Day of such receipt, deposit all such items of payment into the Dominion AccountCollateral Account or in a Deposit Account at a Controlled Depositary, and until such Grantor shall deposit such cash, money, checks or any other similar items of payment in the Dominion AccountCollateral Account or in a Deposit Account at a Controlled Depositary, such Grantor shall hold such cash, money, checks or any other similar items of payment in trust for the Secured Parties Administrative Agent and Lenders and as property of the Secured PartiesAdministrative Agent and Lenders, separate from the other funds of such Grantor, and the Administrative Agent shall have the right to transfer or direct the transfer of the balance of each Deposit Account (other than an Excluded Deposit Account) to the Dominion Collateral Account. All such Collateral and Proceeds of Collateral received by the Administrative Agent hereunder shall be held by the Administrative Agent in the Dominion Collateral Account as collateral security for all the Secured Obligations and shall not constitute payment thereof until applied as provided in Section 5.4;.
(c) After the occurrence and during the continuance of an Event of Default:
(iiii) the Administrative Agent shall have the right to receive any and all cash dividends, payments or distributions made in respect of any Pledged Investment Property, any Partnership/LLC Interests or any other Proceeds paid in respect of any Pledged Investment Property or any Partnership/LLC Interests, and any or all of any Pledged Investment Property that is included as Collateral or any Partnership/LLC Interests that are Pledged Capital Stock may, at the option of the Administrative Agent and the Secured Parties, 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 Pledged Investment Property, Property or such Partnership/LLC Interests at any meeting of shareholders, partners or members of the relevant Issuers or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Investment Property or such 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 Investment Property or any and all Partnership/LLC Interests issued upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate, partnership or limited liability company structure of any Issuer that is a Grantor (other than Imation) or a Pledged Foreign Subsidiary or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Pledged Investment Property or such Partnership/LLC Interests, and in connection therewith, the right to deposit and deliver any and all of such the Pledged Investment Property or any and all of such Partnership/LLC Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it; but the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and the Administrative Agent and the other Secured Parties Lenders shall not be responsible for any failure to do so or delay in so doing. In furtherance thereof, each Grantor hereby authorizes and instructs each Issuer (i) that is a Grantor (other than Imation) or a Pledged Foreign Subsidiary with respect to any Collateral consisting of Pledged Investment Property and Partnership/LLC Interests of such Issuer 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 Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying following receipt of such notice and prior to notice that such Event of Default is no longer continuingcomplying, and (ii) except as otherwise expressly permitted hereby and solely during a Cash Dominion Trigger Periodhereby, to pay any cash dividends, distributions or other payments with respect to any Pledged Investment Property, Property or Partnership/LLC Interests issued by such Issuer directly to the Dominion Account or such other Controlled Depositary as the Administrative Agent may directAgent; and
(iiiv) the Administrative Agent shall be entitled to (but shall not be required to): (A) proceed to perform any and all obligations of the applicable Grantor under any Material Contract and exercise all rights of such Grantor thereunder as fully as such Grantor itself could, (B) do all other acts which the Administrative Agent may deem necessary or proper to protect its Security Interest granted hereunder, provided such acts are not inconsistent with or in violation of the terms of any of the Credit Agreement, of the other Loan Documents or applicable Applicable Law, and (C) sell, assign or otherwise transfer any Material Contract in accordance with the Credit Agreement, the other Loan Documents and applicable Law, subject, however, to the prior approval of each other party to such Material Contract, to the extent required under the Material Contract.
(iii) The Administrative Agent is hereby granted an irrevocable, non-exclusive license or other right to use, license or sub-license (without payment of royalty or other compensation to any Person) of any or all Intellectual Property of each Grantor, computer hardware and software, trade secrets, brochures, customer lists, promotional and advertising materials, labels, packaging materials and other Property, in advertising for sale, marketing, selling, collecting, completing manufacture of, or otherwise exercising any rights or remedies with respect to, any Collateral; provided that the Administrative Agent shall not be entitled to exercise its rights under any such license, sub-license or right to use until such time as the Administrative Agent shall have received consent or direction from the Required Lenders pursuant to Section 8.02(d) of the Credit Agreement.
(db) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 5.2(b5.2(a), each Grantor shall be permitted to receive all cash dividends, payments or other distributions made in respect of any Pledged Investment Property and any Partnership/LLC Interests, in each case paid in the Ordinary Course normal course of Business business of the relevant Issuer and consistent with past practice, to the extent permitted in the Credit Agreement, and to exercise all voting and other corporate, company and partnership rights with respect to any Pledged Investment Property and Partnership/LLC Interests; provided that, no vote shall be cast or other corporate, company and partnership right exercised or other action taken which, in the Administrative Agent’s reasonable judgment, would impair the Collateral in any material respect or which would result in a Default or Event of Default under any provision of the Credit Agreement, this Agreement or any other Loan Document.
Appears in 2 contracts
Samples: Credit Agreement (Tuesday Morning Corp/De), Credit Agreement (Tuesday Morning Corp/De)
Specific Remedies. (a) During any period other than a Cash Dominion Trigger Period and subject to the terms of the Credit Agreement, the The Administrative Agent hereby authorizes each Grantor to collect such Grantor’s Accounts in Accounts; provided that, the Ordinary Course Administrative Agent may curtail or terminate such authority at any time upon the occurrence and during the continuance of Businessan Event of Default.
(b) During a Cash Dominion Trigger PeriodUpon the occurrence and during the continuance of an Event of Default:
(i) the Administrative Agent may communicate with Account Debtors of any Account subject to a Security Interest and upon the request of the Administrative Agent, each Grantor shall notify (such notice to be in form and substance satisfactory to the Administrative Agent) its Account Debtors and parties to the Material Contracts subject to a Security Interest that such Accounts and the Material Contracts have been assigned to the Administrative Agent, for the ratable benefit of the Secured Parties;
(ii) upon the request of the Administrative Agent, each Grantor shall forward to the Administrative Agent, on the last Business Day of each week, deposit slips related to all cash, money, checks or any other similar items of payment received by the Grantor during such week, and and, if requested by the Administrative Agent, copies of such checks or any other similar items of payment, together with a statement showing the application of all payments on the Collateral during such week and a collection report with regard thereto, in form and substance satisfactory to the Administrative Agent;
(iii) the Administrative Agent may deliver such notices and instructions in accordance with control agreements covering Deposit Accounts (other than Excluded Accounts) and/or Securities Accounts. In addition, whenever any Grantor shall receive any cash, money, checks or any other similar items of payment relating to any Collateral (including any Proceeds of any Collateral), subject to the terms of any Permitted Liens, such Grantor agrees that it will, within one (1) Business Day of such receipt, deposit all such items of payment into a cash collateral account at the Dominion Administrative Agent (the “Collateral Account”) or in a Deposit Account (other than a Specified Deposit Account) at a Controlled Depositary, and until such Grantor shall deposit such cash, money, checks or any other similar items of payment in the Dominion Collateral Account or in a Deposit Account (other than a Specified Deposit Account) at a Controlled Depositary, such Grantor shall hold such cash, money, checks or any other similar items of payment in trust for the Administrative Agent and the other Secured Parties and as property of the Secured Parties, separate from the other funds of such Grantor, and the Administrative Agent shall have the right in to transfer or direct the transfer of the balance of each Deposit Account (other than an Excluded a Specified Deposit Account) to the Dominion Collateral Account. All such Collateral and Proceeds of Collateral received by the Administrative Agent hereunder shall be held by the Administrative Agent in the Dominion Collateral Account as collateral security for all the Secured Obligations and shall not constitute payment thereof until applied as provided in Section 5.4;; 60010211_5
(c) After the occurrence and during the continuance of an Event of Default:
(iiv) the Administrative Agent shall have the right to receive any and all cash dividends, payments or distributions made in respect of any Investment Property, any or Partnership/LLC Interests or any other Proceeds paid in respect of any Investment Property Property, or any Partnership/LLC Interests, and any or all of any Investment Property that is included as Collateral Property, or any Partnership/LLC Interests that are Pledged Capital Stock may, at the option of the Administrative Agent and the other Secured Parties, 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 Investment Property, or any such Partnership/LLC Interests at any meeting of shareholders, partners or members of the relevant Issuers or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Investment Property Property, or such 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 such Investment Property Property, or any and all Partnership/LLC Interests issued upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate, partnership or limited liability company structure of any Issuer that is a Grantor (other than Imation) or a Pledged Foreign Subsidiary or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Investment Property Property, or such Partnership/LLC Interests, and in connection therewith, the right to deposit and deliver any and all of such Investment Property Property, or any and all of such Partnership/LLC Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it; , but the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and the Administrative Agent and the other Secured Parties shall not be responsible for any failure to do so or delay in so doing. In furtherance thereof, each Grantor hereby authorizes and instructs each Issuer (i) that is a Grantor (other than Imation) or a Pledged Foreign Subsidiary with respect to any Collateral consisting of Investment Property and Partnership/LLC Interests of such Issuer 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 Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying following receipt of such notice and prior to notice that such Event of Default is no longer continuing, and (ii) except as otherwise expressly permitted hereby and solely during a Cash Dominion Trigger Periodhereby, to pay any cash dividends, distributions or other payments with respect to any Investment Property, or Partnership/LLC Interests issued by such Issuer directly to the Dominion Account or such other Controlled Depositary as the Administrative Agent may directAgent; and
(iiv) the Administrative Agent shall be entitled to (but shall not be required to): (A) proceed to perform any and all obligations of the applicable Grantor under any Material Contract and exercise all rights of such Grantor thereunder as fully as such Grantor itself could, (B) do all other acts which the Administrative Agent may deem necessary or proper to protect its Security Interest granted hereunder, provided such acts are not inconsistent with or in violation of the terms of any of the Credit Agreement, of the other Loan Documents or applicable Applicable Law, and (C) sell, assign or otherwise transfer any Material Contract in accordance with the Credit Agreement, the other Loan Documents and applicable Applicable Law, subject, however, to the prior approval of each other party to such Material Contract, to the extent required under the Material Contract.
(iii) The Administrative Agent is hereby granted an irrevocable, non-exclusive license or other right to use, license or sub-license (without payment of royalty or other compensation to any Person) of any or all Intellectual Property of each Grantor, computer hardware and software, trade secrets, brochures, customer lists, promotional and advertising materials, labels, packaging materials and other Property, in advertising for sale, marketing, selling, collecting, completing manufacture of, or otherwise exercising any rights or remedies with respect to, any Collateral; provided that the Administrative Agent shall not be entitled to exercise its rights under any such license, sub-license or right to use until such time as the Administrative Agent shall have received consent or direction from the Required Lenders pursuant to Section 8.02(d) of the Credit Agreement.
(dc) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 5.2(b), each Grantor shall be permitted to receive all cash dividends, payments or other distributions made in respect of any Investment Property and any Partnership/LLC Interests, in each case paid in the Ordinary Course normal course of Business business of the relevant Issuer and consistent with past practice, to the extent permitted in the Credit Agreement, and to exercise all voting and other corporate, company and partnership rights with respect to any Investment Property and Partnership/LLC Interests; provided that, no vote shall be cast or other corporate, company and partnership right exercised or other action taken which, in the Administrative Agent’s reasonable judgment, would impair the Collateral in any material respect or which would result in a Default or Event of Default under any provision of the Credit Agreement, this Agreement or any other Loan Document.. 60010211_5
Appears in 2 contracts
Samples: Collateral Agreement (Realpage Inc), Collateral Agreement (Realpage Inc)
Specific Remedies. (a) During any period other than a Cash Dominion Trigger Period and subject to the terms of the Credit Agreement, the The Administrative Agent hereby authorizes each Grantor to collect such Grantor’s Accounts in Accounts; provided that, the Ordinary Course Administrative Agent may curtail or terminate such authority at any time after the occurrence and during the continuance of Businessan Event of Default.
(b) During a Cash Dominion Trigger PeriodUpon the occurrence and during the continuance of an Event of Default:
(i) the Administrative Agent may communicate with Account Debtors of any Account subject to a Security Interest and upon the request of the Administrative Agent, each Grantor shall notify (such notice to be in form and substance satisfactory to the Administrative Agent) its Account Debtors and parties to the Material Contracts material contracts subject to a Security Interest that such Accounts and the Material Contracts material contracts have been assigned to the Administrative Agent, for the ratable benefit of the Secured Parties;
(ii) upon the request of the Administrative Agent, each Grantor shall forward to the Administrative Agent, on the last Business Day of each week, deposit slips related to all cash, money, checks or any other similar items of payment received by the such Grantor during such week, and and, if requested by the Administrative Agent, copies of such checks or any other similar items of payment, together with a statement showing the application of all payments on the Collateral during such week and a collection report with regard thereto, in form and substance satisfactory to the Administrative Agent;
(iii) the Administrative Agent may deliver such notices and instructions in accordance with control agreements covering Deposit Accounts (other than Excluded Accounts) and/or Securities Accounts. In addition, whenever any Grantor shall receive any cash, money, checks or any other similar items of payment relating to any Collateral (including any Proceeds of any Collateral), subject to the terms of any Permitted Liens, such Grantor agrees that it will, within one (1) Business Day of such receipt, deposit all such items of payment into a cash collateral account at the Dominion Administrative Agent (the “Collateral Account”) or in a Deposit Account (other than an Excluded Deposit Account) at a Controlled Depository, and until such Grantor shall deposit such cash, money, checks or any other similar items of payment in the Dominion Collateral Account or in a Deposit Account (other than an Excluded Deposit Account) at a Controlled Depository, such Grantor shall hold such cash, money, checks or any other similar items of payment in trust for the Administrative Agent and the Secured Parties and as property of the Secured Parties, separate from the other funds of such Grantor, and the Administrative Agent shall have the right in to transfer or direct the transfer of the balance of each Deposit Account (other than an Excluded Deposit Account) to the Dominion Collateral Account. All such Collateral and Proceeds of Collateral received by the Administrative Agent hereunder shall be held by the Administrative Agent in the Dominion Collateral Account as collateral security for all the Secured Obligations and shall not constitute payment thereof until applied as provided in Section 5.4;
(c) After the occurrence and during the continuance of an Event of Default:
(iiv) the Administrative Agent shall have the right to receive any and all cash dividends, payments or distributions made in respect of any Investment Property, any Property or Partnership/LLC Interests or any other Proceeds paid in respect of any Investment Property or any Partnership/LLC Interests, and any or all of any Investment Property that is included as Collateral or any Partnership/LLC Interests that are Pledged Capital Stock may, at the option of the Administrative Agent and the Secured Parties, 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 Investment Property, Property or any such Partnership/LLC Interests at any meeting of shareholders, partners or members of the relevant Issuers or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Investment Property or such 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 Investment Property or any and all Partnership/LLC Interests issued upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate, partnership or limited liability company structure of any Issuer that is a Grantor (other than Imation) or a Pledged Foreign Subsidiary or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Investment Property or such Partnership/LLC Interests, and in connection therewith, the right to deposit and deliver any and all of such the Investment Property or any and all of such Partnership/LLC Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it; but the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and the Administrative Agent and the other Secured Parties shall not be responsible for any failure to do so or delay in so doing. In furtherance thereof, each Grantor hereby authorizes and instructs each Issuer (i) that is a Grantor (other than Imation) or a Pledged Foreign Subsidiary with respect to any Collateral consisting of Investment Property and Partnership/LLC Interests of such Issuer 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 Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying following receipt of such notice and prior to notice that such Event of Default is no longer continuing, and (ii) except as otherwise expressly permitted hereby and solely during a Cash Dominion Trigger Periodhereby, to pay any cash dividends, distributions or other payments with respect to any Investment Property, Property or Partnership/LLC Interests issued by such Issuer directly to the Dominion Account or such other Controlled Depositary as the Administrative Agent may direct(provided that any remedy pursuant to this Section 5.2(b)(iv) shall not apply to Partnership/LLC Interests of any Excluded Partnership/LLC to the extent the exercise of such remedy (A) is prohibited or restricted by the express terms of such Excluded Partnership/LLC’s Partnership/LLC Agreement or (B) results in a breach of the terms of, or constitutes a default under or results in a termination of such Excluded Partnership/LLC Agreement, unless (I) such prohibition or restriction is not enforceable or is otherwise ineffective under Applicable Law or (II) consent to such remedy has been obtained from the applicable Joint Venture Partner(s)); and
(iiv) the Administrative Agent shall be entitled to (but shall not be required to): (A) proceed to perform any and all obligations of the applicable Grantor under any Material Contract material contract and exercise all rights of such Grantor thereunder as fully as such Grantor itself could, (B) do all other acts which the Administrative Agent may deem necessary or proper to protect its Security Interest granted hereunder, provided such acts are not inconsistent with or in violation of the terms of any of the Credit Agreement, of the other Loan Documents or applicable Applicable Law, and (C) sell, assign or otherwise transfer any Material Contract material contract in accordance with the Credit Agreement, the other Loan Documents and applicable Applicable Law, subject, however, to the prior approval of each other party to such Material Contractmaterial contract, to the extent required under the Material Contractmaterial contract.
(iii) The Administrative Agent is hereby granted an irrevocable, non-exclusive license or other right to use, license or sub-license (without payment of royalty or other compensation to any Person) of any or all Intellectual Property of each Grantor, computer hardware and software, trade secrets, brochures, customer lists, promotional and advertising materials, labels, packaging materials and other Property, in advertising for sale, marketing, selling, collecting, completing manufacture of, or otherwise exercising any rights or remedies with respect to, any Collateral; provided that the Administrative Agent shall not be entitled to exercise its rights under any such license, sub-license or right to use until such time as the Administrative Agent shall have received consent or direction from the Required Lenders pursuant to Section 8.02(d) of the Credit Agreement.
(dc) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 5.2(b), each Grantor shall be permitted to receive all cash dividends, payments or other distributions made in respect of any Investment Property and any Partnership/LLC Interests, in each case paid in the Ordinary Course normal course of Business business of the relevant Issuer and consistent with past practice, to the extent permitted in the Credit Agreement, and to exercise all voting and other corporate, company and partnership rights with respect to any Investment Property and Partnership/LLC Interests; provided that, no vote shall be cast or other corporate, company and partnership right exercised or other action taken which, in the Administrative Agent’s reasonable judgment, would impair the Collateral in any material respect or which would result in a Default or Event of Default under any provision of the Credit Agreement, this Agreement or any other Loan Document.
Appears in 1 contract
Samples: Collateral Agreement (Consolidated Communications Holdings, Inc.)
Specific Remedies. (a) During any period other than a Cash Dominion Trigger Period and subject to the terms of the Credit Agreement, the Administrative Agent The Purchaser hereby authorizes each Grantor to collect such Grantor’s Accounts in Accounts; provided, however, that, the Ordinary Course Purchaser may curtail or terminate such authority at any time after the occurrence and during the continuance of Businessan Event of Default.
(b) During a Cash Dominion Trigger PeriodUpon the occurrence and during the continuance of an Event of Default:
(i) the Purchaser may communicate with Account Debtors of any Account subject to a Security Interest and upon the request of the Administrative AgentPurchaser, each Grantor shall notify (such notice to be in form and substance reasonably satisfactory to the Administrative AgentPurchaser) its Account Debtors and parties to the Material Contracts material Contractual Obligations subject to a Security Interest that such Accounts and the Material Contracts material Contractual Obligations have been assigned to the Administrative Agent, for the ratable benefit of the Secured PartiesPurchaser;
(ii) upon the request of the Administrative Agent, each Grantor shall forward to the Administrative AgentPurchaser, on the last Business Day of each week, deposit slips related to all cash, money, checks or any other similar items of payment received by the Grantor during such week, and and, if requested by the Purchaser, copies of such checks or any other similar items of payment, together with a statement showing the application of all payments on the Collateral during such week and a collection report with regard thereto, in form and substance reasonably satisfactory to the Administrative AgentPurchaser;
(iii) the Administrative Agent may deliver such notices and instructions in accordance with control agreements covering Deposit Accounts (other than Excluded Accounts) and/or Securities Accounts. In addition, whenever any Grantor shall receive any cash, money, checks or any other similar items of payment relating to any Collateral (including any Proceeds of any Collateral), subject to the terms of any Permitted Liens, such Grantor agrees that it will, within one (1) Business Day of such receipt, deposit all such items of payment into the Dominion cash collateral account controlled by the Purchaser (the “Collateral Account”) or in a Deposit Account at a Controlled Depository, and until such Grantor shall deposit such cash, money, checks or any other similar items of payment in the Dominion AccountCollateral Account or in a Deposit Account at a Controlled Depository, such Grantor shall hold such cash, money, checks or any other similar items of payment in trust for the Secured Parties and Purchaser as property of the Secured PartiesPurchaser and the other Holders, separate from the other funds of such Grantor, and the Administrative Agent Purchaser shall have the right to transfer or direct the transfer of the balance of each Deposit Account (other than an Excluded Deposit Account) to the Dominion Collateral Account. All such Collateral and Proceeds of Collateral received by the Administrative Agent Purchaser hereunder shall be held by the Administrative Agent Purchaser in the Dominion Collateral Account as collateral security for all the Secured Obligations and shall not constitute payment thereof until applied as provided in Section 5.4;
(c) After the occurrence and during the continuance of an Event of Default:
(iiv) the Administrative Agent Purchaser shall have the right to receive any and all cash dividends, payments or distributions made in respect of any Investment Property, any Property or Partnership/LLC Interests or any other Proceeds paid in respect of any Investment Property or any Partnership/LLC Interests, and any or all of any Investment Property that is included as Collateral or any Partnership/LLC Interests that are Pledged Capital Stock may, at the option of the Administrative Agent and the Secured Parties, shall be registered in the name of the Administrative Agent Purchaser or its nominee, and the Administrative Agent Purchaser or its nominee may thereafter exercise (A) all voting, corporate and other rights pertaining to such Investment Property, Property or such Partnership/LLC Interests at any meeting of shareholders, partners or members of the relevant Issuers or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Investment Property or such 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 Investment Property or any and all Partnership/LLC Interests issued upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate, partnership or limited liability company structure of any Issuer that is a Grantor (other than Imation) or a Pledged Foreign Subsidiary or upon the exercise by any Grantor or the Administrative Agent Purchaser of any right, privilege or option pertaining to such Investment Property or such Partnership/LLC Interests, and in connection therewith, the right to deposit and deliver any and all of such the Investment Property or any and all of such Partnership/LLC Interests with any committee, depositarydepository, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent Purchaser may determine), all without liability except to account for property actually received by it; but the Administrative Agent Purchaser shall have no duty to any Grantor to exercise any such right, privilege or option and the Administrative Agent Purchaser and the other Secured Parties Holders shall not be responsible for any failure to do so or delay in so doing. In furtherance thereof, each Grantor hereby authorizes and instructs each Issuer (i) that is a Grantor (other than Imation) or a Pledged Foreign Subsidiary with respect to any Collateral consisting of Investment Property and or Partnership/LLC Interests of such Issuer to (i) comply with any instruction received by it from the Administrative Agent Purchaser in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying following receipt of such notice and prior to notice that such Event of Default is no longer continuing, and (ii) except as otherwise expressly permitted hereby and solely during a Cash Dominion Trigger Periodhereby, to pay any cash dividends, distributions or other payments with respect to any Investment Property, Property or Partnership/LLC Interests issued by such Issuer directly to the Dominion Account or such other Controlled Depositary as the Administrative Agent may directPurchaser; and
(iiv) subject to the Administrative Agent approval of the Required Holders, the Purchaser shall be entitled to (but shall not be required to): (A) proceed to perform any and all obligations of the applicable Grantor under any Material Contract material Contractual Obligation and exercise all rights of such Grantor thereunder as fully as such Grantor itself could, (B) do all other acts which the Administrative Agent Purchaser may deem necessary or proper to protect its Security Interest granted hereunder, provided such acts are not inconsistent with or in violation of the terms of any of the Credit Purchase Agreement, of the other Loan Note Documents or applicable any Requirements of Law, and (C) sell, assign or otherwise transfer any Material Contract material Contractual Obligation in accordance with the Credit Purchase Agreement, the other Loan Note Documents and applicable any Requirements of Law, subject, however, to the prior approval of each other party to such Material Contractmaterial Contractual Obligation, to the extent required under the Material Contractsuch material Contractual Obligation.
(iii) The Administrative Agent is hereby granted an irrevocable, non-exclusive license or other right to use, license or sub-license (without payment of royalty or other compensation to any Person) of any or all Intellectual Property of each Grantor, computer hardware and software, trade secrets, brochures, customer lists, promotional and advertising materials, labels, packaging materials and other Property, in advertising for sale, marketing, selling, collecting, completing manufacture of, or otherwise exercising any rights or remedies with respect to, any Collateral; provided that the Administrative Agent shall not be entitled to exercise its rights under any such license, sub-license or right to use until such time as the Administrative Agent shall have received consent or direction from the Required Lenders pursuant to Section 8.02(d) of the Credit Agreement.
(dc) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent Purchaser shall have given notice to the relevant Grantor of the Administrative AgentPurchaser’s intent to exercise its corresponding rights pursuant to Section 5.2(bSections 5.1, 5.2 and 5.3(b), each Grantor shall be permitted to receive all cash dividends, payments or other distributions made in respect of any Investment Property and any Partnership/LLC Interests, in each case paid in the Ordinary Course normal course of Business business of the relevant Issuer and consistent with past practice, to the extent permitted in the Credit AgreementPurchase Agreement and the other Note Documents, and to exercise all voting and other corporate, partnership and limited liability company and partnership rights with respect to any Investment Property and any Partnership/LLC Interests; provided provided, however, that, no vote shall be cast or other corporate, partnership and limited liability company and partnership right exercised or other action taken which, in the Administrative AgentPurchaser’s reasonable judgment, would impair the Collateral in any material respect or which would result in a Default or Event of Default under any provision of the Credit Purchase Agreement, this Agreement or any other Loan Note Document.
Appears in 1 contract
Specific Remedies. (a) During any period other than a Cash Dominion Trigger Period and subject to the terms of the Credit Agreement, the The Administrative Agent hereby authorizes each Grantor to collect such Grantor’s Accounts in the Ordinary Course ordinary course of Businessits business; provided that, the Administrative Agent may curtail or terminate such authority at any time after the occurrence and during the continuance of an Event of Default.
(b) During a Cash Dominion Trigger PeriodUpon the occurrence and during the continuance of an Event of Default:
(i) the Administrative Agent may communicate with Account Debtors of any Account subject to a Security Interest and, upon the request of the Administrative Agent, each Grantor shall notify (such notice to be in form and substance satisfactory to the Administrative Agent) its Account Debtors and parties to the Material Contracts subject to a Security Interest that such Accounts and the Material Contracts have been assigned to the Administrative Agent, for the ratable benefit of the Secured Parties;
(ii) upon the request of if requested by the Administrative Agent, each Grantor shall forward to the Administrative Agent, on the last Business Day of each week, deposit slips related to all cash, money, checks or any other similar items of payment received by the Grantor during such week, and and, if requested by the Administrative Agent, copies of such checks or any other similar items of payment, together with a statement showing the application of all payments on the Collateral during such week and a collection report with regard thereto, in form and substance satisfactory to the Administrative Agent;
(iii) the Administrative Agent may deliver such notices and instructions in accordance with control agreements Control Agreements covering Deposit Accounts (other than Excluded and/or Securities Accounts) . Prior to the occurrence and continuance of a Trigger Event, the Administrative Agent may not deliver any notices or instructions in accordance with the Control Agreements covering Deposit Accounts and/or Securities Accounts. In addition, whenever any Grantor shall receive any cash, money, checks or any other similar items of payment relating to any Collateral (including any Proceeds of any Collateral), subject to the terms of any Permitted Liens, such Grantor agrees that it will, within one (1) Business Day of such receipt, deposit all such items of payment into the Dominion AccountCollateral Account or in a Deposit Account at a Controlled Depositary, and until such Grantor shall deposit such cash, money, checks or any other similar items of payment in the Dominion AccountCollateral Account or in a Deposit Account at a Controlled Depositary, such Grantor shall hold such cash, money, checks or any other similar items of payment in trust for the Secured Parties and as property of the Secured Parties, separate from the other funds of such Grantor, and the Administrative Agent shall have the right to transfer or direct the transfer of the balance of each Deposit Account (other than an Excluded Deposit Account) to the Dominion Collateral Account. All such Collateral and Proceeds of Collateral received by the Administrative Agent hereunder shall be held by the Administrative Agent in the Dominion Collateral Account as collateral security for all the Secured Obligations and shall not constitute payment thereof until applied as provided in Section 5.4;
(c) After the occurrence and during the continuance of an Event of Default:
(iiv) the Administrative Agent shall have the right to receive any and all cash dividends, payments or distributions other Distributions made in respect of any Investment Property, any Partnership/LLC Interests or any other Proceeds paid in respect of any Investment Property or any Partnership/LLC Interests, and any or all of any Investment Property that is included as Collateral or any Partnership/LLC Interests that are Pledged Capital Stock may, at the option of the Administrative Agent and the Secured Parties, 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 Investment Property, Property or such Partnership/LLC Interests at any meeting of shareholders, partners or members of the relevant Issuers or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Investment Property or such 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 Investment Property or any and all of the Partnership/LLC Interests issued upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate, partnership or limited liability company structure of any Issuer that is a Grantor (other than Imation) or a Pledged Foreign Subsidiary or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Investment Property or such Partnership/LLC Interests, and in connection therewith, the right to deposit and deliver any and all of such the Investment Property or any and all of such the Partnership/LLC Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it; but the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and the Administrative Agent and the other Secured Parties shall not be responsible for any failure to do so or delay in so doing. In furtherance thereof, each Grantor hereby authorizes and instructs each Issuer (i) that is a Grantor (other than Imation) or a Pledged Foreign Subsidiary with respect to any Collateral consisting of Investment Property and Partnership/LLC Interests of such Issuer 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 Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying following receipt of such notice and prior to notice that such Event of Default is no longer continuing, and (ii) except as otherwise expressly permitted hereby and solely during a Cash Dominion Trigger Periodhereby, to pay any cash dividends, distributions payments or other payments Distributions with respect to any Investment Property, Property or any Partnership/LLC Interests issued by such Issuer directly to the Dominion Account or such other Controlled Depositary as the Administrative Agent may direct; andAgent;
(iiv) the Administrative Agent shall be entitled to (but shall not be required to): (A) proceed to perform any and all obligations of the applicable Grantor under any Material Contract and exercise all rights of such Grantor thereunder as fully as such Grantor itself could, (B) do all other acts which the Administrative Agent may deem necessary or proper to protect its Security Interest granted hereunder, provided such acts are not inconsistent with or in violation of the terms of any of the Credit Agreement, of the other Loan Documents or applicable Applicable Law, and (C) sell, assign or otherwise transfer any Material Contract in accordance with the Credit Agreement, the other Loan Documents and applicable Applicable Law, subject, however, to the prior approval of each other party to such Material Contract, to the extent required under the Material Contract.; and
(iii) The Administrative Agent is hereby granted an irrevocable, non-exclusive license or other right to use, license or sub-license (without payment of royalty or other compensation to any Person) of any or all Intellectual Property of each Grantor, computer hardware and software, trade secrets, brochures, customer lists, promotional and advertising materials, labels, packaging materials and other Property, in advertising for sale, marketing, selling, collecting, completing manufacture of, or otherwise exercising any rights or remedies with respect to, any Collateral; provided that the Administrative Agent shall not be entitled to exercise its rights under any such license, sub-license or right to use until such time as the Administrative Agent shall have received consent or direction from the Required Lenders pursuant to Section 8.02(d) of the Credit Agreement.
(dc) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 5.2(b), each Grantor shall be permitted to receive all cash dividends, payments or other distributions Distributions made in respect of any Investment Property and any Partnership/LLC Interests, in each case paid in the Ordinary Course of Business to the extent permitted in the Credit Agreement, and to exercise all voting and other corporate, company and partnership rights with respect to any Investment Property and any Partnership/LLC Interests; provided that, no vote shall be cast or other corporate, company and partnership right exercised or other action taken which, in the Administrative Agent’s reasonable judgment, would impair the Collateral in any material respect or which would result in a Default or Event of Default under any provision violation of the Credit Agreement, this Agreement or any other Loan Document.
Appears in 1 contract
Samples: Collateral Agreement (Broadview Networks Holdings Inc)
Specific Remedies. (a) During any period other than a Cash Dominion Trigger Period and subject to the terms of the Credit Agreement, the Administrative The Collateral Agent hereby authorizes each Grantor to collect such Grantor’s Accounts in Accounts, under the Ordinary Course Collateral Agent’s direction and control; provided, however, that, the Collateral Agent may curtail or terminate such authority at any time after the occurrence and during the continuance of Businessan Event of Default.
(b) During a Cash Dominion Trigger PeriodUpon the occurrence and during the continuance of an Event of Default:
(i) the Collateral Agent may communicate with Account Debtors of any Account subject to a Security Interest and upon the request of the Administrative Collateral Agent, each Grantor shall notify (such notice to be in form and substance reasonably satisfactory to the Administrative Collateral Agent) its Account Debtors and parties to the Material Contracts material Contractual Obligations subject to a Security Interest that such Accounts and the Material Contracts material Contractual Obligations have been assigned to the Administrative Collateral Agent, for the ratable benefit of itself and the Secured PartiesHolders;
(ii) upon the request of the Administrative Agent, each Grantor shall forward to the Administrative Collateral Agent, on the last Business Day of each week, deposit slips related to all cash, money, checks or any other similar items of payment received by the Grantor during such week, and and, if requested by the Collateral Agent, copies of such checks or any other similar items of payment, together with a statement showing the application of all payments on the Collateral during such week and a collection report with regard thereto, in form and substance reasonably satisfactory to the Administrative Collateral Agent;
(iii) the Administrative Agent may deliver such notices and instructions in accordance with control agreements covering Deposit Accounts (other than Excluded Accounts) and/or Securities Accounts. In addition, whenever any Grantor shall receive any cash, money, checks or any other similar items of payment relating to any Collateral (including any Proceeds of any Collateral), subject to the terms of any Permitted Liens, such Grantor agrees that it will, within one (1) Business Day of such receipt, deposit all such items of payment into the Dominion cash collateral account controlled by the Collateral Agent (the “Collateral Account”) or in a Deposit Account at a Controlled Depository, and until such Grantor shall deposit such cash, money, checks or any other similar items of payment in the Dominion AccountCollateral Account or in a Deposit Account at a Controlled Depository, such Grantor shall hold such cash, money, checks or any other similar items of payment in trust for the Secured Parties Collateral Agent, for the ratable benefit of itself and the other Holders as property of the Secured PartiesCollateral Agent and the other Holders, separate from the other funds of such Grantor, and the Administrative Collateral Agent shall have the right to transfer or direct the transfer of the balance of each Deposit Account (other than an Excluded Deposit Account) to the Dominion Collateral Account. All such Collateral and Proceeds of Collateral received by the Administrative Collateral Agent hereunder shall be held by the Administrative Collateral Agent in the Dominion Collateral Account as collateral security for all the Secured Obligations and shall not constitute payment thereof until applied as provided in Section 5.46.4;
(c) After the occurrence and during the continuance of an Event of Default:
(iiv) the Administrative Collateral Agent shall have the right to receive any and all cash dividends, payments or distributions made in respect of any Investment Property, any Property or Partnership/LLC Interests or any other Proceeds paid in respect of any Investment Property or any Partnership/LLC Interests, and any or all of any Investment Property that is included as Collateral or any Partnership/LLC Interests that are Pledged Capital Stock may, at the option of the Administrative Agent and the Secured Parties, shall be registered in the name of the Administrative Collateral Agent or its nominee, and the Administrative Collateral Agent or its nominee may thereafter exercise (A) all voting, corporate and other rights pertaining to such Investment Property, Property or such Partnership/LLC Interests at any meeting of shareholders, partners or members of the relevant Issuers or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Investment Property or such 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 Investment Property or any and all Partnership/LLC Interests issued upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate, partnership or limited liability company structure of any Issuer that is a Grantor (other than Imation) or a Pledged Foreign Subsidiary or upon the exercise by any Grantor or the Administrative Collateral Agent of any right, privilege or option pertaining to such Investment Property or such Partnership/LLC Interests, and in connection therewith, the right to deposit and deliver any and all of such the Investment Property or any and all of such Partnership/LLC Interests with any committee, depositarydepository, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Collateral Agent may determine), all without liability except to account for property actually received by it; but the Administrative Collateral Agent shall have no duty to any Grantor to exercise any such right, privilege or option and the Administrative Collateral Agent and the other Secured Parties Holders shall not be responsible for any failure to do so or delay in so doing. In furtherance thereof, each Grantor hereby authorizes and instructs each Issuer (i) that is a Grantor (other than Imation) or a Pledged Foreign Subsidiary with respect to any Collateral consisting of Investment Property and or Partnership/LLC Interests of such Issuer to (i) comply with any instruction received by it from the Administrative Collateral Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying following receipt of such notice and prior to notice that such Event of Default is no longer continuing, and (ii) except as otherwise expressly permitted hereby and solely during a Cash Dominion Trigger Periodhereby, to pay any cash dividends, distributions or other payments with respect to any Investment Property, Property or Partnership/LLC Interests issued by such Issuer directly to the Dominion Account or such other Controlled Depositary as the Administrative Agent may direct; andCollateral Agent;
(iiv) subject to the Administrative approval of the Required Holders, the Collateral Agent shall be entitled to (but shall not be required to): (A) proceed to perform any and all obligations of the applicable Grantor under any Material Contract material Contractual Obligation and exercise all rights of such Grantor thereunder as fully as such Grantor itself could, (B) do all other acts which the Administrative Collateral Agent may deem necessary or proper to protect its Security Interest granted hereunder, provided such acts are not inconsistent with or in violation of the terms of any of the Credit Purchase Agreement, of the other Loan Note Documents or applicable any Requirements of Law, and (C) sell, assign or otherwise transfer any Material Contract material Contractual Obligation in accordance with the Credit Purchase Agreement, the other Loan Note Documents and applicable any Requirements of Law, subject, however, to the prior approval of each other party to such Material Contractmaterial Contractual Obligation, to the extent required under such material Contractual Obligation; and
(vi) the Material ContractAgent may appoint or direct the appointment of a receiver for the properties and assets of the Grantors, both to operate and to sell such properties and assets, and each Grantor, for itself and on behalf of its Subsidiaries, hereby consents to such right and such appointment and hereby waives any objection such Grantor or any Subsidiary may have thereto or the right to have a bond or other security posted by the Agent on behalf of the Lenders, in connection therewith.
(iii) The Administrative Agent is hereby granted an irrevocable, non-exclusive license or other right to use, license or sub-license (without payment of royalty or other compensation to any Person) of any or all Intellectual Property of each Grantor, computer hardware and software, trade secrets, brochures, customer lists, promotional and advertising materials, labels, packaging materials and other Property, in advertising for sale, marketing, selling, collecting, completing manufacture of, or otherwise exercising any rights or remedies with respect to, any Collateral; provided that the Administrative Agent shall not be entitled to exercise its rights under any such license, sub-license or right to use until such time as the Administrative Agent shall have received consent or direction from the Required Lenders pursuant to Section 8.02(d) of the Credit Agreement.
(dc) Unless an Event of Default shall have occurred and be continuing and the Administrative Collateral Agent shall have given notice to the relevant Grantor of the Administrative Collateral Agent’s intent to exercise its corresponding rights pursuant to Section 5.2(bSections 6.1, 6.2 and 6.3(b), each Grantor shall be permitted to receive all cash dividends, payments or other distributions made in respect of any Investment Property and any Partnership/LLC Interests, in each case paid in the Ordinary Course normal course of Business business of the relevant Issuer and consistent with past practice, to the extent permitted in the Credit AgreementPurchase Agreement and the other Note Documents, and to exercise all voting and other corporate, partnership and limited liability company and partnership rights with respect to any Investment Property and any Partnership/LLC Interests; provided provided, however, that, no vote shall be cast or other corporate, partnership and limited liability company and partnership right exercised or other action taken which, in the Administrative Agent’s reasonable judgment, which would knowingly impair the Collateral in any material respect or which would result in a Default or Event of Default under any provision of the Credit Purchase Agreement, this Agreement or any other Loan Note Document.
Appears in 1 contract
Specific Remedies. (a) During any period other than a Cash Dominion Trigger Period and subject to the terms of the Credit Agreement, the The Administrative Agent hereby authorizes each Grantor to collect such Grantor’s Accounts in Accounts, under the Ordinary Course Administrative Agent’s direction and control; provided that, the Administrative Agent may curtail or terminate such authority at any time after the occurrence and during the continuance of Businessan Event of Default.
(b) During a Cash Dominion Trigger PeriodUpon the occurrence and during the continuance of an Event of Default:
(i) the Administrative Agent may communicate with Account Debtors of any Account subject to a Security Interest and upon the request of the Administrative Agent, each Grantor shall notify (such notice to be in form and substance reasonably satisfactory to the Administrative Agent) its Account Debtors and parties to the Material Contracts subject to a Security Interest that such Accounts and the Material Contracts have been assigned to the Administrative Agent, for the ratable benefit of itself and the other Secured Parties;
(ii) upon the request of the Administrative Agent, each Grantor shall forward to the Administrative Agent, on the last Business Day of each week, deposit slips related to all cash, money, checks or any other similar items of payment received by the Grantor during such week, and and, if requested by the Administrative Agent, copies of such checks or any other similar items of payment, together with a statement showing the application of all payments on the Collateral during such week and a collection report with regard thereto, in form and substance reasonably satisfactory to the Administrative Agent;
(iii) the Administrative Agent may deliver such notices and instructions in accordance with control agreements covering Deposit Accounts (other than Excluded Accounts) and/or Securities Accounts. In addition, whenever any Grantor shall receive any cash, money, checks or any other similar items of payment relating to any Collateral (including any Proceeds of any Collateral), subject to the terms of any Permitted Liens, such Grantor agrees that it will, within one (1) Business Day of such receipt, deposit all such items of payment into the Dominion AccountCollateral Account or in a Deposit Account at Controlled Depositary, and until such Grantor shall deposit such cash, money, checks or any other similar items of payment in the Dominion AccountCollateral Account or in a Deposit Account at a Controlled Depositary, such Grantor shall hold such cash, money, checks or any other similar items of payment in trust for the Administrative Agent and the other Secured Parties and as property of the Administrative Agent and the other Secured Parties, separate from the other funds of such Grantor, and the Administrative Agent shall have the right to transfer or direct the transfer of the balance of each Deposit Account (other than an Excluded Deposit Account) to the Dominion Collateral Account. All such Collateral and Proceeds of Collateral received by the Administrative Agent hereunder shall be held by the Administrative Agent in the Dominion Collateral Account as collateral security for all the Secured Obligations and shall not constitute payment thereof until applied as provided in Section 5.4;
(c) After the occurrence and during the continuance of an Event of Default:
(iiv) the Administrative Agent shall have the right to receive any and all cash dividends, payments or distributions made in respect of any Investment Property, any Property or Partnership/LLC Interests or any other Proceeds paid in respect of any Investment Property or any Partnership/LLC Interests, and any or all of any Investment Property that is included as Collateral or any Partnership/LLC Interests that are Pledged Capital Stock may, at the option of the Administrative Agent and the Secured Parties, 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 Investment Property, Property or such Partnership/LLC Interests at any meeting of shareholders, partners or members of the relevant Issuers or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Investment Property or such 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 Investment Property or any and all Partnership/LLC Interests issued upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate, partnership or limited liability company structure of any Issuer that is a Grantor (other than Imation) or a Pledged Foreign Subsidiary or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Investment Property or such Partnership/LLC Interests, and in connection therewith, the right to deposit and deliver any and all of such the Investment Property or any and all of such Partnership/LLC Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it; but the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and the Administrative Agent and the other Secured Parties shall not be responsible for any failure to do so or delay in so doing. In furtherance thereof, each Grantor hereby authorizes and instructs each Issuer (i) that is a Grantor (other than Imation) or a Pledged Foreign Subsidiary with respect to any Collateral consisting of Investment Property and Partnership/LLC Interests of such Issuer 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 Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying following receipt of such notice and prior to notice that such Event of Default is no longer continuingcomplying, and (ii) except as otherwise expressly permitted hereby and solely during a Cash Dominion Trigger Periodhereby, to pay any cash dividends, distributions or other payments with respect to any Investment Property, Property or Partnership/LLC Interests issued by such Issuer directly to the Dominion Account or such other Controlled Depositary as the Administrative Agent may directAgent; and
(iiv) the Administrative Agent shall be entitled to (but shall not be required to): (A) proceed to perform any and all obligations of the applicable Grantor under any Material Contract and exercise all rights of such Grantor thereunder as fully as such Grantor itself could, (B) do all other acts which the Administrative Agent may deem necessary or proper to protect its Security Interest granted hereunder, ; provided that such acts are not inconsistent with or in violation of the terms of any of the Credit Agreement, Agreement or of the other Loan Documents or applicable Applicable Law, and (C) sell, assign or otherwise transfer any Material Contract in accordance with the Credit Agreement, the other Loan Documents and applicable Applicable Law, subject, however, to the prior approval of each other party to such Material Contract, to the extent required under the Material Contract.; and
(iii) The Administrative Agent is hereby granted an irrevocable, non-exclusive license or other right to use, license or sub-license (without payment of royalty or other compensation to any Person) of any or all Intellectual Property of each Grantor, computer hardware and software, trade secrets, brochures, customer lists, promotional and advertising materials, labels, packaging materials and other Property, in advertising for sale, marketing, selling, collecting, completing manufacture of, or otherwise exercising any rights or remedies with respect to, any Collateral; provided that the Administrative Agent shall not be entitled to exercise its rights under any such license, sub-license or right to use until such time as the Administrative Agent shall have received consent or direction from the Required Lenders pursuant to Section 8.02(d) of the Credit Agreement.
(dc) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 5.2(b), each Grantor shall be permitted to receive all cash dividends, payments or other distributions made in respect of any Investment Property and any Partnership/LLC Interests, in each case paid in the Ordinary Course normal course of Business business of the relevant Issuer and consistent with past practice, to the extent permitted in the Credit Agreement, and to exercise all voting and other corporate, company and partnership rights with respect to any Investment Property and Partnership/LLC Interests; provided that, no vote shall be cast or other corporate, company and partnership right exercised or other action taken which, in the Administrative Agent’s reasonable judgment, would impair the Collateral in any material respect or which would result in a Default or Event of Default under any provision of the Credit Agreement, this Agreement or Agreement, any other Loan DocumentDocument or any Secured Hedging Agreement.
Appears in 1 contract
Samples: Credit Agreement (Geo Group Inc)
Specific Remedies. (a) During any period other than a Cash Dominion Trigger Period and subject to the terms of the Credit Agreement, the Administrative The Agent hereby authorizes each Grantor to collect its Accounts; provided, that the Agent may curtail or terminate such Grantor’s Accounts in authority at any time after the Ordinary Course occurrence and during the continuance of Businessan Event of Default.
(b) During a Cash Dominion Trigger PeriodUpon the occurrence and during the continuance of an Event of Default:
(i) the Agent may communicate with Account Debtors of any Account subject to a Security Interest and upon the request of the Administrative Agent, each Grantor shall notify (such notice to be in form and substance satisfactory to the Administrative Agent) its Account Debtors and parties to the Material Contracts subject to a Security Interest that such Accounts and the Material Contracts have been assigned to the Administrative Agent, for the ratable benefit of the Secured Parties;
(ii) upon at the request of the Administrative Agent, each Grantor shall forward to the Administrative Agent, on the last Business Day of each weekweek (or more frequently if so requested by the Agent), deposit slips related to all cash, money, checks or any other similar items of payment received by the Grantor during such week, and and, if requested by the Agent, copies of such checks or any other similar items of payment, together with a statement showing the application of all payments on the Collateral during such week and a collection report with regard thereto, in form and substance satisfactory to the Administrative Agent;
(iii) the Administrative Agent may deliver such notices and instructions in accordance with control agreements covering Deposit Accounts (other than Excluded Accounts) and/or Securities Accounts. In addition, whenever any Grantor shall receive any cash, money, checks or any other similar items of payment relating to any Collateral (including any Proceeds of any Collateral), subject to the terms of any Permitted Liens, such Grantor agrees that it will, within one (1) Business Day of such receipt, deposit all such items of payment into the Dominion Account, and until such Grantor shall deposit such cash, money, checks or any other similar items of payment in the Dominion Account, such Grantor shall hold such cash, money, checks or any other similar items of payment in trust for the Secured Parties and as property of the Secured Parties, separate from the other funds of such Grantor, and the Administrative Agent shall have the right to transfer or direct the transfer of the balance of each Deposit Account (other than an Excluded Deposit Blocked Account) to the Dominion Account. All such Collateral and Proceeds of Collateral received by the Administrative Agent hereunder shall be held by the Administrative Agent in the Dominion Account as collateral security for all the Secured Obligations and shall not constitute payment thereof until applied as provided in Section 5.4;
(c) After the occurrence and during the continuance of an Event of Default:
(iiv) the Administrative Agent shall have the right to receive any and all cash dividends, payments or distributions made in respect of any Investment Property, any Property or Partnership/LLC Interests of any Grantor constituting Collateral or any other Proceeds constituting Collateral paid in respect of any Investment Property or any Partnership/LLC InterestsInterests of any Grantor constituting Collateral other than distributions or dividends permitted by Section 6.08(b) and (d) of the Credit Agreement; provided that nothing in this Section 5.2(b)(iv) shall limit, and effect, take priority over or supersede Agent's rights under the Loan Documents in respect of any other Collateral (including cash collateral held in any deposit account);
(v) any or all of any the Investment Property that is included as Collateral or any and Partnership/LLC Interests that are Pledged Capital Stock mayof the Grantors constituting Collateral shall, at the option of the Administrative Agent and the Secured PartiesAgent, be deemed registered in the name of the Administrative Agent or its nominee, it being acknowledged by each Grantor and each Loan Party Issuer that such registration may be effected by the Administrative Agent by the delivery of a Registration Page to the Loan Party Issuer of the Investment Property or Partnership/LLC Interests reflecting the Agent or its designee as the holder of such Investment Property or Partnership/LLC Interests; it being understood that any registration in the name of the Agent or its nominee, of the whole or any part of the Investment Property or Partnership/LLC Interests, whether by the delivery of a Registration Page or otherwise, shall be made solely for purposes of effectuating voting or other consensual rights with respect to such Investment Property and Partnership/LLC Interests in accordance with the terms of this Agreement and is not intended to effectuate any transfer of ownership of the Investment Property or Partnership/LLC Interests. Notwithstanding any delivery or modification of a Registration Page or exercise of an Irrevocable Proxy, no Secured Person shall be deemed the owner of, or assume any obligations of the owner or holder of the Investment Property or Partnership/LLC Interests unless and until Agent accepts such obligations in writing or otherwise takes steps to foreclose its security interest in the Partnership/LLC Interests and becomes (or the applicable Secured Persons become) the owner thereof under Applicable Law (including via sale as described in this Article V);
(vi) the Agent or its nominee may thereafter exercise (A) all voting, corporate and other rights pertaining to such the Investment Property, or such Property and Partnership/LLC Interests of the Grantors, as if the Agent was the absolute owner thereof, including, with respect to the Investment Property and Partnership/LLC Interests, the giving or withholding written consents of stockholders or members, calling special meetings of stockholders or members, and voting at any meeting of shareholders, partners or members of the relevant Issuers or otherwise Issuers, and (B) to the extent not prohibited under Applicable Law, any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such the Investment Property or such and Partnership/LLC Interests as if it were the Agent was the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Investment Property or any and all Partnership/LLC Interests issued upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate, partnership or limited liability company structure of any Issuer that is a Grantor (other than Imation) or a Pledged Foreign Subsidiary or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Investment Property or such Partnership/LLC Interests, and in connection therewith, the right to deposit and deliver any and all of such the Investment Property or any and all of such Partnership/LLC Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it; but the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and neither the Administrative Agent and the nor any other Secured Parties Person shall not be responsible for any failure to do so or delay in so doing. In furtherance thereof, each Grantor hereby authorizes and instructs each Issuer, and each Loan Party Issuer hereby agrees, to (ix) that is a Grantor (other than Imation) or a Pledged Foreign Subsidiary with respect to any Collateral consisting of Investment Property and Partnership/LLC Interests of such Issuer to 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 continuing, and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such any Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying following receipt of such notice and prior to notice that such Event of Default is no longer continuingcomplying, and (iiy) except as otherwise expressly permitted hereby and solely during a Cash Dominion Trigger Periodat the direction of the Agent, to pay any cash dividends, distributions or other payments with respect to any Investment Property, Property or Partnership/LLC Interests issued by such Issuer constituting Collateral directly to the Dominion Account Agent constituting Collateral other than distributions or such dividends permitted by Section 6.08(b) and (d) of the Credit Agreement; provided that nothing in this Section 5.2(b)(vi) shall limit, effect, take priority over or supersede Agent's rights under the Loan Documents in respect of any other Controlled Depositary as the Administrative Agent may direct; andCollateral (including cash collateral held in any deposit account);
(iivii) the Administrative Agent shall be entitled to (but shall not be required to): (A) proceed to perform (provided such performance shall not result in the Agent assuming such Contract) any and all obligations of the applicable Grantor under any Material Contract constituting Collateral and exercise all rights of such Grantor thereunder as fully as such Grantor itself could, subject, however, to the prior approval of each other party to such Contract, to the extent required under the Contract, (B) do all other acts which the Administrative Agent may deem necessary or proper to protect its Security Interest granted hereunder, provided such acts are not inconsistent with or in violation of the terms of any of the Credit Agreement, of the other Loan Documents Agreement or applicable Applicable Law, and (C) sell, assign or otherwise transfer any Material Contract in accordance with the Credit Agreement, the other Loan Documents and applicable Lawconstituting Collateral, subject, however, to the prior approval of each other party to such Material Contract, to the extent required under the Material Contract.; and
(iiiviii) The Administrative the Agent is hereby granted an irrevocable, non-exclusive license or other right shall be entitled to use, license or sub-license (without payment of royalty or other compensation to any Person) of any or all Intellectual Property of each Grantor, computer hardware and software, trade secrets, brochures, customer lists, promotional and advertising materials, labels, packaging materials and other Property, in advertising for sale, marketing, selling, collecting, completing manufacture of, or otherwise exercising any rights or remedies with respect to, any Collateral; provided that the Administrative Agent but shall not be entitled to exercise its rights under any such licenserequired to) assert, sub-license either directly or right to use until such time as the Administrative Agent shall have received consent or direction from the Required Lenders pursuant to Section 8.02(d) of the Credit Agreement.
(d) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 5.2(b), each Grantor shall be permitted to receive all cash dividends, payments or other distributions made in respect on behalf of any Investment Property and Grantor, any Partnership/LLC Interests, in each case paid in claim any Grantor may from time to time have against the Ordinary Course of Business to the extent permitted in the Credit Agreement, and to exercise all voting and other corporate, company and partnership rights sellers (or similar Persons) under or with respect to the Assigned Agreements and to receive and collect any Investment Property and Partnership/LLC Interests; provided thatall damages, no vote shall be cast or awards and other corporate, company monies resulting therefrom and partnership right exercised or other action taken which, in to apply the Administrative Agent’s reasonable judgment, would impair same to the Collateral in any material respect or which would result in a Default or Event of Default under any provision of the Credit Agreement, this Agreement or any other Loan DocumentObligations.
Appears in 1 contract
Samples: Collateral Agreement (Unifund Financial Technologies, Inc.)
Specific Remedies. (a) During any period other than a Cash Dominion Trigger Period Upon the occurrence and subject to during the terms continuance of the Credit Agreement, the Administrative Agent hereby authorizes each Grantor to collect such Grantor’s Accounts in the Ordinary Course an Event of Business.
(b) During a Cash Dominion Trigger PeriodDefault:
(i) the Administrative Agent may communicate with Account Debtors of any Account subject to a Security Interest and upon the request of the Administrative Agent, each Grantor shall notify (such notice to be in form and substance reasonably satisfactory to the Administrative Agent) its Account Debtors and parties to the Material Contracts subject to a Security Interest that such Accounts and the Material Contracts have been assigned to the Administrative Agent, for the ratable benefit of the Secured Parties;
(ii) upon the request of the Administrative Agent, each Grantor shall forward to the Administrative Agent, on the last Business Day of each week, deposit slips related to all cash, money, checks or any other similar items of payment received by the Grantor during such week, and copies of such checks or any other similar items of payment, together with a statement showing the application of all payments on the Collateral during such week and a collection report with regard thereto, in form and substance satisfactory to the Administrative Agent;
(iii) the Administrative Agent may deliver such notices and instructions in accordance with control agreements covering Deposit Accounts (other than Excluded Accounts) and/or Securities Accounts. In addition, whenever any Grantor shall receive any cash, money, checks or any other similar items of payment relating to any Collateral (including any Proceeds of any Collateral), subject to the terms of any Permitted Liens, such Grantor agrees that it will, within one (1) Business Day of such receipt, deposit all such items of payment into a cash collateral account at the Dominion Administrative Agent (the “Collateral Account”), and until such Grantor shall deposit such cash, money, checks or any other similar items of payment in the Dominion Collateral Account, such Grantor shall hold such cash, money, checks or any other similar items of payment in trust for the Administrative Agent and the other Secured Parties and as property of the Secured Parties, separate from the other funds of such Grantor, and the Administrative Agent shall have the right to transfer or direct the transfer of the balance of each Deposit Account (other than an Excluded Deposit Account) to the Dominion Account. All such Collateral and Proceeds of Collateral received by the Administrative Agent hereunder shall be held by the Administrative Agent in the Dominion Collateral Account as collateral security for all the Secured ADVA Obligations and shall not constitute payment thereof until applied as provided in Section 5.4;
(c) After the occurrence and during the continuance of an Event of Default:
(iiii) the Administrative Agent shall have the right to (A) receive any and all cash dividends, payments or distributions made in respect of any Investment Property, any Partnership/LLC Pledged Equity Interests or any other Proceeds paid in respect of any Investment Property or any Partnership/LLC such Pledged Equity Interests, and any or all of any Investment Property that is included as Collateral or any Partnership/LLC Interests that are Pledged Capital Stock may, at the option of the Administrative Agent and the Secured Parties, be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter (B) exercise (A1) all voting, corporate and other rights pertaining to such Investment Property, or such Partnership/LLC Pledged Equity Interests at any meeting of shareholders, partners or members of the relevant Issuers or otherwise and (B2) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Investment Property or such Partnership/LLC Pledged Equity Interests as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all Investment Property or any and all Partnership/LLC of such Pledged Equity Interests issued upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate, partnership or limited liability company structure of any Issuer that is a Grantor (other than Imation) or a Pledged Foreign Subsidiary or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Investment Property or such Partnership/LLC Pledged Equity Interests, and in connection therewith, the right to deposit and deliver any and all of such Investment Property or any and all of such Partnership/LLC Pledged Equity Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine)) and (C) at the option of the Administrative Agent and the other Secured Parties, be registered in the name of the Administrative Agent or its nominee, have any or all of any Pledged Equity Interests be registered in the name of the Administrative Agent or its nominee, in each case of clauses (A) through (C) without any liability except to account for property actually received by it; , but the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and the Administrative Agent and the other Secured Parties shall not be responsible for any failure to do so or delay in so doing. In furtherance thereof, each Grantor hereby authorizes and instructs each Issuer (i) that is a Grantor (other than Imation) or a Pledged Foreign Subsidiary with respect to any Collateral consisting of Investment Property and Partnership/LLC Pledged Equity Interests of such Issuer to (x) 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 Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying following receipt of such notice and prior to notice that such Event of Default is no longer continuing, and (iiy) except as otherwise expressly permitted hereby and solely during a Cash Dominion Trigger Periodhereby, to pay any cash dividends, distributions or other payments with respect to any Investment Property, or Partnership/LLC Pledged Equity Interests issued by such Issuer directly to the Dominion Account or such other Controlled Depositary as the Administrative Agent may directAgent; and
(iiiv) the Administrative Agent shall be entitled to (but shall not be required to): (A) proceed to perform any and all obligations of the applicable Grantor under any Material Contract contract and exercise all rights of such Grantor thereunder as fully as such Grantor itself could, (B) do all other acts which the Administrative Agent may deem necessary or proper to protect its Security Interest granted hereunder, provided such acts are not inconsistent with or in violation of the terms of any of the Credit Agreement, of the other Loan Documents or applicable Applicable Law, and (C) sell, assign or otherwise transfer any Material Contract contract included in the Collateral in accordance with the Credit Agreement, the other Loan Documents and applicable Applicable Law, subject, however, to the prior approval of each other party to such Material Contractcontract, to the extent required under the Material Contractcontract.
(iii) The Administrative Agent is hereby granted an irrevocable, non-exclusive license or other right to use, license or sub-license (without payment of royalty or other compensation to any Person) of any or all Intellectual Property of each Grantor, computer hardware and software, trade secrets, brochures, customer lists, promotional and advertising materials, labels, packaging materials and other Property, in advertising for sale, marketing, selling, collecting, completing manufacture of, or otherwise exercising any rights or remedies with respect to, any Collateral; provided that the Administrative Agent shall not be entitled to exercise its rights under any such license, sub-license or right to use until such time as the Administrative Agent shall have received consent or direction from the Required Lenders pursuant to Section 8.02(d) of the Credit Agreement.
(db) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 5.2(b5.2(a), each Grantor shall be permitted to receive all cash dividends, payments or other distributions made in respect of any Investment Property and any Partnership/LLC Pledged Equity Interests, in each case paid in the Ordinary Course of Business to the extent permitted in the Credit Agreement, and to exercise all voting and other corporate, company and partnership rights with respect to any Investment Property and Partnership/LLC Pledged Equity Interests; provided that, no vote shall be cast or other corporate, company and partnership right exercised or other action taken which, in the Administrative Agent’s reasonable judgment, would impair the Collateral in any material respect or which would result in a Default or Event of Default under any provision of the Credit Agreement, this Agreement or any other Loan Document.
Appears in 1 contract
Samples: Domestic Collateral Agreement (ADTRAN Holdings, Inc.)
Specific Remedies. (a) During any period other than a Cash Dominion Trigger Period and subject to the terms of the Credit Agreement, the The Administrative Agent hereby authorizes each Grantor to collect such Grantor’s Accounts in Accounts, under the Ordinary Course Administrative Agent’s direction and control; provided that, the Administrative Agent may curtail or terminate such authority at any time after the occurrence and during the continuance of Businessan Event of Default.
(b) During a Cash Dominion Trigger PeriodUpon the occurrence and during the continuance of an Event of Default:
(i) the Administrative Agent may communicate with Account Debtors of any Account subject to a Security Interest and upon the request of the Administrative Agent, each Grantor shall notify (such notice to be in form and substance satisfactory to the Administrative Agent) its Account Debtors and parties to the Material Contracts material contracts subject to a Security Interest that such Accounts and the Material Contracts material contracts have been assigned to the Administrative Agent, for the ratable benefit of itself and the other Secured Parties;
(ii) upon the request of the Administrative Agent, each Grantor shall forward to the Administrative Agent, on the last Business Day of each week, deposit slips related to all cash, money, checks or any other similar items of payment received by the Grantor during such week, and and, if requested by the Administrative Agent, copies of such checks or any other similar items of payment, together with a statement showing the application of all payments on the Collateral during such week and a collection report with regard thereto, in form and substance satisfactory to the Administrative Agent;
(iii) the Administrative Agent may deliver such notices and instructions in accordance with control agreements covering Deposit Accounts (other than Excluded Accounts) and/or Securities Accounts. In addition, whenever any Grantor shall receive any cash, money, checks or any other similar items of payment relating to any Collateral (including any Proceeds of any Collateral), subject to the terms of any Permitted Liens, such Grantor agrees that it will, within one (1) Business Day of such receipt, deposit all such items of payment into the Dominion Collateral Account or in a Deposit Account (other than an Excluded Deposit Account) at a Controlled Depositary, and until such Grantor shall deposit such cash, money, checks or any other similar items of payment in the Dominion Collateral Account or in a Deposit Account (other than an Excluded Deposit Account) at a Controlled Depositary, such Grantor shall hold such cash, money, checks or any other similar items of payment in trust for the Administrative Agent and the other Secured Parties and as property of the Administrative Agent and the other Secured Parties, separate from the other funds of such Grantor, and the Administrative Agent shall have the right to transfer or direct the transfer of the balance of each Deposit Account (other than an Excluded Deposit Account) to the Dominion Collateral Account. All such Collateral and Proceeds of Collateral received by the Administrative Agent hereunder shall be held by the Administrative Agent in the Dominion Collateral Account as collateral security for all the Secured Obligations and shall not constitute payment thereof until applied as provided in Section 5.4;
(c) After the occurrence and during the continuance of an Event of Default:
(iiv) the Administrative Agent shall have the right to receive any and all cash dividends, payments or distributions made in respect of any Investment Property, any Property or Partnership/LLC Interests or any other Proceeds paid in respect of any Investment Property or any Partnership/LLC Interests, and any or all of any Investment Property that is included as Collateral or any Partnership/LLC Interests that are Pledged Capital Stock may, at the option of the Administrative Agent and the Secured Parties, 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 Investment Property, Property or such Partnership/LLC Interests at any meeting of shareholders, partners or members of the relevant Issuers or otherwise Issuers, subject to Section 5.6 and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Investment Property or such 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 Investment Property or any and all Partnership/LLC Interests issued upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate, partnership or limited liability company structure of any Issuer that is a Grantor (other than Imation) or a Pledged Foreign Subsidiary or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Investment Property or such Partnership/LLC Interests, and in connection therewith, the right to deposit and deliver any and all of such the Investment Property or any and all of such Partnership/LLC Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it; but the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and the Administrative Agent and the other Secured Parties shall not be responsible for any failure to do so or delay in so doing. In furtherance thereof, each Grantor hereby authorizes and instructs each Issuer (i) that is a Grantor (other than Imation) or a Pledged Foreign Subsidiary with respect to any Collateral consisting of Investment Property and Partnership/LLC Interests of such Issuer 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 Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying following receipt of such notice and prior to notice that such Event of Default is no longer continuing, and (ii) except as otherwise expressly permitted hereby and solely during a Cash Dominion Trigger Periodhereby, to pay any cash dividends, distributions or other payments with respect to any Investment Property, Property or Partnership/LLC Interests issued by such Issuer directly to the Dominion Account or such other Controlled Depositary as the Administrative Agent may directAgent; and
(iiv) the Administrative Agent shall be entitled to (but shall not be required to): (A) proceed to perform any and all obligations of the applicable Grantor under any Material Contract material contract and exercise all rights of such Grantor thereunder as fully as such Grantor itself could, (B) do all other acts which the Administrative Agent may deem necessary or proper to protect its Security Interest granted hereunder, provided such acts are not inconsistent with or in violation of the terms of any of the Credit Agreement, of the other Loan Documents or applicable Applicable Law, and (C) sell, assign or otherwise transfer any Material Contract material contract in accordance with the Credit Agreement, the other Loan Documents and applicable Applicable Law, subject, however, to the prior approval of each other party to such Material Contractmaterial contract, to the extent required under the Material Contractmaterial contract.
(iii) The Administrative Agent is hereby granted an irrevocable, non-exclusive license or other right to use, license or sub-license (without payment of royalty or other compensation to any Person) of any or all Intellectual Property of each Grantor, computer hardware and software, trade secrets, brochures, customer lists, promotional and advertising materials, labels, packaging materials and other Property, in advertising for sale, marketing, selling, collecting, completing manufacture of, or otherwise exercising any rights or remedies with respect to, any Collateral; provided that the Administrative Agent shall not be entitled to exercise its rights under any such license, sub-license or right to use until such time as the Administrative Agent shall have received consent or direction from the Required Lenders pursuant to Section 8.02(d) of the Credit Agreement.
(dc) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 5.2(b), each Grantor shall be permitted to receive all cash dividends, payments or other distributions made in respect of any Investment Property and any Partnership/LLC Interests, in each case paid in the Ordinary Course normal course of Business business of the relevant Issuer and consistent with past practice, to the extent permitted in the Credit Agreement, and to exercise all voting and other corporate, company and partnership rights with respect to any Investment Property and Partnership/LLC Interests, subject to Section 5.6; provided that, no vote shall be cast or other corporate, company and partnership right exercised or other action taken which, in the Administrative Agent’s reasonable judgment, would impair the Collateral in any material respect or which would result in a Default or Event of Default under any provision of the Credit Agreement, this Agreement or any other Loan Document.
Appears in 1 contract
Specific Remedies. (a) During any period other than a Cash Dominion Trigger Period and subject In addition to the terms remedies set forth in Section 5.1, upon the occurrence and during the continuance of the Credit Agreement, the Administrative Agent hereby authorizes each Grantor to collect such Grantor’s Accounts in the Ordinary Course an Event of Business.
(b) During a Cash Dominion Trigger PeriodDefault:
(i) the Administrative Agent may communicate with Account Debtors of any Account subject to a Security Interest and upon the request of the Administrative Agent, each Grantor shall notify (such notice to be in form and substance satisfactory to the Administrative Agent) its Account Debtors and parties to the Material Contracts subject to a Security Interest that such Accounts and the Material Contracts have been assigned to the Administrative Agent, for the ratable benefit of the Secured Parties;
(ii) upon the request of the Administrative Agent, each Grantor shall forward to the Administrative Agent, on the last Business Day of each week, deposit slips related to all cash, money, checks or any other similar items of payment received by the Grantor during such week, and and, if requested by the Administrative Agent, copies of such checks or any other similar items of payment, together with a statement showing the application of all payments on the Collateral during such week and a collection report with regard thereto, in form and substance satisfactory to the Administrative Agent;
(iii) the Administrative Agent may deliver such notices and instructions in accordance with control agreements covering Deposit Accounts (other than Excluded Accounts) and/or and Securities Accounts. In addition, ; and
(iv) whenever any Grantor shall receive any cash, money, checks or any other similar items of payment relating to any Collateral (including any Proceeds of any Collateral), subject to the terms of any Permitted Liens, such Grantor agrees that it will, within one (1) Business Day of such receipt, deposit all such items of payment into a cash collateral account at the Dominion Administrative Agent (the “Collateral Account”) or in a Deposit Account (other than an Excluded Deposit Account) at a Controlled Depositary, and until such Grantor shall deposit such cash, money, checks or any other similar items of payment in the Dominion Collateral Account or in a Deposit Account (other than an Excluded Deposit Account) at a Controlled Depositary, such Grantor shall hold such cash, money, checks or any other similar items of payment in trust for the Administrative Agent and the Secured Parties and as property of the Administrative Agent and the Secured Parties, separate from the other funds of such Grantor, and the Administrative Agent shall have the right to transfer or direct the transfer of the balance of each Deposit Account (other than an Excluded Deposit Account) to the Dominion Collateral Account. All such Collateral and Proceeds of Collateral received by the Administrative Agent hereunder shall be held by the Administrative Agent in the Dominion Collateral Account as collateral security for all the Secured Obligations and shall not constitute payment thereof until applied as provided in Section 5.4;
(c) After the occurrence and during the continuance of an Event of Default:
(iv) the Administrative Agent shall have the right to receive any and all cash dividends, payments or distributions made in respect of any Investment Property, any Property or Partnership/LLC Interests or any other Proceeds paid in respect of any Investment Property or any Partnership/LLC Interests, and any or all of any Investment Property that is included as Collateral or any Partnership/LLC Interests that are Pledged Capital Stock may, at the option of the Administrative Agent and the Secured Parties, 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 Investment Property, Property or such Partnership/LLC Interests at any meeting of shareholders, partners or members of the relevant Issuers or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Investment Property or such 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 Investment Property or any and all Partnership/LLC Interests issued upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate, partnership or limited liability company structure of any Issuer that is a Grantor (other than Imation) or a Pledged Foreign Subsidiary or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Investment Property or such Partnership/LLC Interests, and in connection therewith, the right to deposit and deliver any and all of such the Investment Property or any and all of such Partnership/LLC Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it; but the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and the Administrative Agent and the other Secured Parties shall not be responsible for any failure to do so or delay in so doing. In furtherance thereof, each Grantor hereby authorizes and instructs each Issuer (i) that is a Grantor (other than Imation) or a Pledged Foreign Subsidiary with respect to any Collateral consisting of Investment Property and Partnership/LLC Interests of such Issuer to 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 AgreementInterests, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying following receipt of such notice and prior to notice that such Event of Default is no longer continuing, and (ii) except as otherwise expressly permitted hereby and solely during a Cash Dominion Trigger Periodhereby, to pay any cash dividends, distributions or other payments with respect to any Investment Property, Property or Partnership/LLC Interests issued by such Issuer directly to the Dominion Account Administrative Agent;
(vi) the Administrative Agent may, and at the request of the Required Lenders shall, file with the applicable Governmental Authority Assignment Documents delivered pursuant hereto with respect to any or all of the Material Government Contracts of the Grantors. After any such other Controlled Depositary filing, the Grantors shall take all action legally necessary to maintain such filings and to make filings with respect to any additional Material Government Contracts; provided, that no Assignment Documents shall be filed except in accordance with this clause (vi);
(vii) the Administrative Agent shall have the right to make test verifications of the Accounts in any manner and through any medium that it reasonably considers advisable, and each Grantor shall furnish all such assistance and information as the Administrative Agent may directrequire in connection with such test verifications and upon the Administrative Agent’s request and at the expense of the relevant Grantor, such Grantor shall cause independent public accountants or others satisfactory to the Administrative Agent to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Accounts; and
(iiviii) the Administrative Agent shall be entitled to (but shall not be required to): (A) proceed to perform any and all obligations of the applicable Grantor under any Material Contract and exercise all rights of such Grantor thereunder as fully as such Grantor itself could, (B) do all other acts which the Administrative Agent may deem necessary or proper to protect its Security Interest granted hereunder, provided such acts are not inconsistent with or in violation of the terms of any of the Credit Agreement, of the other Loan Documents or applicable Applicable Law, and (C) sell, assign or otherwise transfer any Material Contract in accordance with the Credit Agreement, the other Loan Documents and applicable Law, subject, however, to the prior approval of each other party to such Material Contract, to the extent required under the Material Contract.
(iii) The Administrative Agent is hereby granted an irrevocable, non-exclusive license or other right to use, license or sub-license (without payment of royalty or other compensation to any Person) of any or all Intellectual Property of each Grantor, computer hardware and software, trade secrets, brochures, customer lists, promotional and advertising materials, labels, packaging materials and other Property, in advertising for sale, marketing, selling, collecting, completing manufacture of, or otherwise exercising any rights or remedies with respect to, any Collateral; provided that the Administrative Agent shall not be entitled to exercise its rights under any such license, sub-license or right to use until such time as the Administrative Agent shall have received consent or direction from the Required Lenders pursuant to Section 8.02(d) of the Credit Agreement.
(db) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 5.2(b5.2(a), each Grantor shall be permitted to receive all cash dividends, payments or other distributions made in respect of any Investment Property and any Partnership/LLC Interests, in each case paid in the Ordinary Course normal course of Business business of the relevant Issuer and consistent with past practice, to the extent permitted in the Credit Agreement, and to exercise all voting and other corporate, company and partnership rights with respect to any Investment Property and Partnership/LLC Interests; provided that, no vote shall be cast or other corporate, company and partnership right exercised or other action taken which, in the Administrative Agent’s reasonable judgment, would impair the Collateral in any material respect or which would result in a Default or Event of Default under any provision of the Credit Agreement, this Agreement or any other Loan Document.
Appears in 1 contract
Specific Remedies. (a) During any period other than a Cash Dominion Trigger Period and subject to the terms of the Credit Agreement, the The Administrative Agent hereby authorizes each Grantor to collect such Grantor’s Accounts in Accounts; provided that, the Ordinary Course Administrative Agent may curtail or terminate such authority at any time after the occurrence and during the continuance of Businessan Event of Default.
(b) During a Cash Dominion Trigger PeriodUpon the occurrence and during the continuance of an Event of Default:
(i) the Administrative Agent may communicate with Account Debtors of any Account subject to a Security Interest and upon the request of the Administrative Agent, each Grantor shall notify (such notice to be in form and substance satisfactory to the Administrative Agent) its Account Debtors and parties to the Material Contracts subject to a Security Interest that such Accounts and the Material Contracts have been assigned to the Administrative Agent, for the ratable benefit of the Secured Parties;
(ii) upon the request of the Administrative Agent, each Grantor shall forward to the Administrative Agent, on the last Business Day of each week, deposit slips related to all cash, money, checks or any other similar items of payment received by the Grantor during such week, and and, if requested by the Administrative Agent, copies of such checks or any other similar items of payment, together with a statement showing the application of all payments on the Collateral during such week and a collection report with regard thereto, in form and substance satisfactory to the Administrative Agent;
(iii) the Administrative Agent may deliver such notices and instructions in accordance with control agreements covering Deposit Accounts (other than Excluded Accounts) and/or Securities Accounts. In addition, whenever any Grantor shall receive any cash, money, checks or any other similar items of payment relating to any Collateral (including any Proceeds of any Collateral), subject to the terms of any Permitted Liens, such Grantor agrees that it will, within one (1) Business Day of such receipt, deposit all such items of payment into the Dominion Collateral Account or in a Deposit Account (other than an Excluded Deposit Account) at a Controlled Depositary, and until such Grantor shall deposit such cash, money, checks or any other similar items of payment in the Dominion Collateral Account or in a Deposit Account (other than an Excluded Deposit Account) at a Controlled Depositary, such Grantor shall hold such cash, money, checks or any other similar items of payment in trust for the Secured Parties and as property of the Secured Parties, separate from the other funds of such Grantor, and the Administrative Agent shall have the right in to transfer or direct the transfer of the balance of each Deposit Account (other than an Excluded Deposit Account) to the Dominion Collateral Account. All such Collateral and Proceeds of Collateral received by the Administrative Agent hereunder shall be held by the Administrative Agent in the Dominion Collateral Account as collateral security for all the Secured Obligations and shall not constitute payment thereof until applied as provided in Section 5.4;
(c) After the occurrence and during the continuance of an Event of Default:
(iiv) the Administrative Agent shall have the right to receive any and all cash dividends, payments or distributions made in respect of any Investment Property, any Partnership/LLC Interests or any other Proceeds paid in respect of any Investment Property or Property, any Partnership/LLC Interests, and any or all of any Investment Property that is included as Collateral or any Partnership/LLC Interests that are Pledged Capital Stock may, at the option of the Administrative Agent and the Secured Parties, 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 Investment Property, Property or such Partnership/LLC Interests at any meeting of shareholders, partners or members of the relevant Issuers or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Investment Property or such 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 Investment Property or any and all of the Partnership/LLC Interests issued upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate, partnership or limited liability company structure of any Issuer that is a Grantor (other than Imation) or a Pledged Foreign Subsidiary or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Investment Property or such Partnership/LLC Interests, and in connection therewith, the right to deposit and deliver any and all of such the Investment Property or any and all of such the Partnership/LLC Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it; but the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and the Administrative Agent and the other Secured Parties shall not be responsible for any failure to do so or delay in so doing. In furtherance thereof, each Grantor hereby authorizes and instructs each Issuer (i) that is a Grantor (other than Imation) or a Pledged Foreign Subsidiary with respect to any Collateral consisting of Investment Property and Partnership/LLC Interests of such Issuer 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 Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying following receipt of such notice and prior to notice that such Event of Default is no longer continuing, and (ii) except as otherwise expressly permitted hereby and solely during a Cash Dominion Trigger Periodhereby, to pay any cash dividends, distributions or other payments with respect to any Investment Property, Property or any Partnership/LLC Interests issued by such Issuer directly to the Dominion Account or such other Controlled Depositary as the Administrative Agent may direct; and
(ii) the Administrative Agent shall be entitled to (but shall not be required to): (A) proceed to perform any and all obligations of the applicable Grantor under any Material Contract and exercise all rights of such Grantor thereunder as fully as such Grantor itself could, (B) do all other acts which the Administrative Agent may deem necessary or proper to protect its Security Interest granted hereunder, provided such acts are not inconsistent with or in violation of the terms of any of the Credit Agreement, of the other Loan Documents or applicable Law, and (C) sell, assign or otherwise transfer any Material Contract in accordance with the Credit Agreement, the other Loan Documents and applicable Law, subject, however, to the prior approval of each other party to such Material Contract, to the extent required under the Material ContractAgent.
(iii) The Administrative Agent is hereby granted an irrevocable, non-exclusive license or other right to use, license or sub-license (without payment of royalty or other compensation to any Person) of any or all Intellectual Property of each Grantor, computer hardware and software, trade secrets, brochures, customer lists, promotional and advertising materials, labels, packaging materials and other Property, in advertising for sale, marketing, selling, collecting, completing manufacture of, or otherwise exercising any rights or remedies with respect to, any Collateral; provided that the Administrative Agent shall not be entitled to exercise its rights under any such license, sub-license or right to use until such time as the Administrative Agent shall have received consent or direction from the Required Lenders pursuant to Section 8.02(d) of the Credit Agreement.
(dc) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 5.2(b), each Grantor shall be permitted to receive all cash dividends, payments or other distributions made in respect of any Investment Property and any Partnership/LLC Interests, in each case paid in the Ordinary Course of Business to the extent permitted in the Credit Agreement, and to exercise all voting and other corporate, company and partnership rights with respect to any Investment Property and any Partnership/LLC Interests; provided that, no vote shall be cast or other corporate, company and partnership right exercised or other action taken which, in the Administrative Agent’s reasonable judgment, would impair the Collateral in any material respect or which would result in a Default or Event of Default under any provision of the Credit Agreement, this Agreement or any other Loan Document.
Appears in 1 contract
Specific Remedies. (a) During any period other than a Cash Dominion Trigger Period and subject to the terms of the Credit Agreement, the Administrative The Collateral Agent hereby authorizes each Grantor Guarantor to collect such GrantorGuarantor’s Accounts in Accounts; provided that, the Ordinary Course Collateral Agent may curtail or terminate such authority at any time after the occurrence and during the continuance of Businessan Event of Default.
(b) During a Cash Dominion Trigger PeriodUpon the occurrence and during the continuance of an Event of Default:
(i) the Collateral Agent may communicate with Account Debtors of any Account subject to a Security Interest and upon the request of the Administrative Collateral Agent, each Grantor Guarantor shall notify (such notice to be in form and substance satisfactory to the Administrative Collateral Agent) its Account Debtors and parties to the Material Contracts contracts to which such Guarantor is a party subject to a Security Interest that such Accounts and the Material Contracts such material contracts have been assigned to the Administrative Collateral Agent, for the ratable benefit of the Secured Parties;
(ii) upon the request of the Administrative Collateral Agent, each Grantor Guarantor shall forward to the Administrative Collateral Agent, on the last Business Day of each week, deposit slips related to all cash, money, checks or any other similar items of payment received by the Grantor during such week, and copies of such checks or any other similar items of payment, together with week a statement showing the application of all payments on the Collateral during such the previous week and a collection report with regard thereto, in form and substance satisfactory to the Administrative Collateral Agent;
(iii) upon the Administrative Agent may deliver such notices and instructions in accordance with control agreements covering Deposit Accounts (other than Excluded Accounts) and/or Securities Accounts. In additionrequest of the Collateral Agent, whenever any Grantor Guarantor shall receive any cash, money, checks or any other similar items of payment relating to any Collateral (including any Proceeds of any Collateral), subject to the terms of any Permitted Liens, such Grantor Guarantor agrees that it will, within one (1) Business Day of such receipt, deposit all such items of payment into a cash collateral account at the Dominion Collateral Agent (the “Collateral Account”), and until such Grantor Guarantor shall deposit such cash, money, checks or any other similar items of payment in the Dominion Collateral Account, such Grantor Guarantor shall hold such cash, money, checks or any other similar items of payment in trust for the Secured Parties and as property of the Secured Parties, separate from the other funds of such Grantor, and the Administrative Agent shall have the right to transfer or direct the transfer of the balance of each Deposit Account (other than an Excluded Deposit Account) to the Dominion AccountCollateral Agent. All such Collateral and Proceeds of Collateral received by the Administrative Collateral Agent hereunder shall be held by the Administrative Collateral Agent in the Dominion Collateral Account as collateral security for all the Secured Obligations and shall not constitute payment thereof until applied as provided in Section 5.46.4;
(c) After the occurrence and during the continuance of an Event of Default:
(iiv) the Administrative Collateral Agent shall have the right to receive any and all cash dividends, payments or distributions made in respect of any Investment Property, any Partnership/LLC or Pledged Equity Interests or any other Proceeds paid in respect of any Investment Property Property, or any Partnership/LLC Pledged Equity Interests, and any or all of any Investment Property that is included as Collateral Property, or any Partnership/LLC Pledged Equity Interests that are Pledged Capital Stock may, at the option of the Administrative Collateral Agent and the Secured Parties, be registered in the name of the Administrative Collateral Agent or its nominee, and the Administrative Collateral Agent or its nominee may thereafter exercise (A) all voting, corporate and other rights pertaining to such Investment Property, or any such Partnership/LLC Pledged Equity Interests at any meeting of shareholders, partners or members of the relevant Issuers or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Investment Property Property, or such Partnership/LLC Pledged Equity Interests as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Investment Property Property, or any and all Partnership/LLC Pledged Equity Interests issued upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate, partnership or limited liability company structure of any Issuer that is a Grantor (other than Imation) or a Pledged Foreign Subsidiary or upon the exercise by any Grantor Guarantor or the Administrative Collateral Agent of any right, privilege or option pertaining to such Investment Property Property, or such Partnership/LLC Pledged Equity Interests, and in connection therewith, the right to deposit and deliver any and all of such the Investment Property Property, or any and all of such Partnership/LLC Pledged Equity Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Collateral Agent may determine), all without liability except to account for property actually received by it; but the Administrative Collateral Agent shall have no duty to any Grantor Guarantor to exercise any such right, privilege or option and the Administrative Collateral Agent and the other Secured Parties shall not be responsible for any failure to do so or delay in so doing. In furtherance thereof, each Grantor Guarantor hereby authorizes and instructs each Issuer (i) that is a Grantor (other than Imation) or a Pledged Foreign Subsidiary with respect to any Collateral consisting of Investment Property and Partnership/LLC Pledged Equity Interests of such Issuer to (i) comply with any instruction received by it from the Administrative Collateral Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, Guarantor and each Grantor Guarantor agrees that each Issuer shall be fully protected in so complying following receipt of such notice and prior to notice that such Event of Default is no longer continuing, continuing and (ii) except as otherwise expressly permitted hereby and solely during a Cash Dominion Trigger Periodhereby, to pay any cash dividends, distributions or other payments with respect to any Investment Property, or Partnership/LLC Pledged Equity Interests issued by such Issuer directly to the Dominion Account or such other Controlled Depositary as the Administrative Agent may directCollateral Agent; and
(iiv) the Administrative Collateral Agent shall be entitled to (but shall not be required to): (A) proceed to perform any and all obligations of the applicable Grantor Guarantor under any Material Contract contract to which the applicable Guarantor is party and exercise all rights of such Grantor Guarantor thereunder as fully as such Grantor Guarantor itself could, (B) do all other acts which the Administrative Collateral Agent may deem necessary or proper to protect its Security Interest granted hereunder, provided such acts are not inconsistent with or in violation of the terms of any of the Credit Agreement, of the other Loan Documents or applicable Law, Applicable Law and (C) sell, assign or otherwise transfer any Material Contract such contract in accordance with the Credit Agreement, the other Loan Documents and applicable Applicable Law, subject, however, to the prior approval of each other party to such Material Contractcontract, to the extent required under the Material Contractsuch contract.
(iii) The Administrative Agent is hereby granted an irrevocable, non-exclusive license or other right to use, license or sub-license (without payment of royalty or other compensation to any Person) of any or all Intellectual Property of each Grantor, computer hardware and software, trade secrets, brochures, customer lists, promotional and advertising materials, labels, packaging materials and other Property, in advertising for sale, marketing, selling, collecting, completing manufacture of, or otherwise exercising any rights or remedies with respect to, any Collateral; provided that the Administrative Agent shall not be entitled to exercise its rights under any such license, sub-license or right to use until such time as the Administrative Agent shall have received consent or direction from the Required Lenders pursuant to Section 8.02(d) of the Credit Agreement.
(dc) Unless an Event of Default shall have occurred and be continuing and the Administrative Collateral Agent shall have given notice to the relevant Grantor Guarantor of the Administrative Collateral Agent’s intent to exercise its corresponding rights pursuant to Section 5.2(b6.2(b), each Grantor Guarantor shall be permitted to receive all cash dividends, payments or other distributions made in respect of any Investment Property and any Partnership/LLC Interests, in each case paid in the Ordinary Course of Business Pledged Equity Interests to the extent permitted in the Credit Agreement, Agreement and to exercise all voting and other corporate, company and partnership rights with respect to any Investment Property and Partnership/LLC Pledged Equity Interests; provided that, no vote shall be cast or other corporate, company and partnership right exercised or other action taken which, in the Administrative Agent’s reasonable judgment, would impair the Collateral in any material respect or which would result in a Default or .
(d) If (i) an Event of Default under shall have occurred and, by reason of waiver, modification, amendment or otherwise, no longer be continuing, (ii) no other Event of Default shall have occurred and be continuing, and (iii) the Obligations shall not have become immediately due and payable, upon the written request of any provision Guarantor, the Collateral Agent shall promptly execute and deliver to such Guarantor, at such Guarantor ‘s sole cost and expense, such assignments or other transfer as may be necessary to reassign to, or restore in, such Guarantor any such rights, title and interests as may have been assigned or granted to the Collateral Agent as aforesaid; provided, after giving effect to such reassignment, the Collateral Agent’s security interest granted pursuant hereto, as well as all other rights and remedies of the Credit AgreementCollateral Agent granted hereunder, this Agreement or any other Loan Documentshall continue to be in full force and effect.
Appears in 1 contract
Specific Remedies. (a) During any period other than a Cash Dominion Trigger Period and subject to the terms of the Credit Agreement, the The Administrative Agent hereby authorizes each Grantor to collect such Grantor’s Accounts in 's Accounts; provided that the Ordinary Course Administrative Agent may curtail or terminate such authority at any time after the occurrence and during the continuance of Businessan Event of Default.
(b) During Upon the occurrence and during the continuance of an Event of Default: the Administrative Agent may communicate with Account Debtors of any Account subject to a Cash Dominion Trigger Period:
(i) Security Interest and upon the request of the Administrative Agent, each Grantor shall notify (such notice to be in form and substance satisfactory to the Administrative Agent) its Account Debtors and parties to the Material Contracts subject to a Security Interest that such Accounts and the Material Contracts have been assigned to the Administrative Agent, for the ratable benefit of itself and the Secured Parties;
(ii) upon the request of the Administrative Agent, Lenders; each Grantor shall forward to the Administrative Agent, on the last Business Day of each week, deposit slips related to all cash, money, checks or any other similar items of payment received by the Grantor during such week, and and, if requested by the Administrative Agent, copies of such checks or any other similar items of payment, together with a statement showing the application of all payments on the Collateral during such week and a collection report with regard thereto, in form and substance satisfactory to the Administrative Agent;
(iii) the Administrative Agent may deliver such notices and instructions in accordance with control agreements covering Deposit Accounts (other than Excluded Accounts) and/or Securities Accounts. In addition, ; whenever any Grantor shall receive any cash, money, checks or any other similar items of payment relating to any Collateral (including any Proceeds of any Collateral), subject to the terms of any Permitted Liens, such Grantor agrees that it will, within one (1) Business Day of such receipt, deposit all such items of payment into the Dominion AccountCollateral Account or in a Deposit Account at a Controlled Depositary, and until such Grantor shall deposit such cash, money, checks or any other similar items of payment in the Dominion AccountCollateral Account or in a Deposit Account at a Controlled Depositary, such Grantor shall hold such cash, money, checks or any other similar items of payment in trust for the Secured Parties Administrative Agent and the Lenders and as property of the Secured PartiesAdministrative Agent and Lenders, separate from the other funds of such Grantor, and the Administrative Agent shall have the right in to transfer or direct the transfer of the balance of each Deposit Account (other than an Excluded Deposit Account) to the Dominion Collateral Account. All such Collateral and Proceeds of Collateral received by the Administrative Agent hereunder shall be held by the Administrative Agent in the Dominion Collateral Account as collateral security for all the Secured Obligations and shall not constitute payment thereof until applied as provided in Section 5.4;
(c) After the occurrence and during the continuance of an Event of Default:
(i) ; the Administrative Agent shall have the right to receive any and all cash dividends, payments or distributions made in respect of any Pledged Investment Property, any Property or Pledged Partnership/LLC Interests or any other Proceeds paid in respect of any Pledged Investment Property or any Pledged Partnership/LLC Interests, and any or all of any Pledged Investment Property that is included as Collateral or any Pledged Partnership/LLC Interests that are Pledged Capital Stock may, at the option of the Administrative Agent and the Secured Parties, 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 Pledged Investment Property, Property or such Pledged Partnership/LLC Interests at any meeting of shareholders, partners or members of the relevant Issuers or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Investment Property or such Pledged 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 Investment Property or any and all Pledged Partnership/LLC Interests issued upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate, partnership or limited liability company structure of any Issuer that is a Grantor (other than Imation) or a Pledged Foreign Subsidiary or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Pledged Investment Property or such Pledged Partnership/LLC Interests, and in connection therewith, the right to deposit and deliver any and all of such the Pledged Investment Property or any and all of such Pledged Partnership/LLC Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it; but the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and the Administrative Agent and the other Secured Parties Lenders shall not be responsible for any failure to do so or delay in so doing. In furtherance thereof, each Grantor hereby authorizes and instructs each Issuer (i) that is a Grantor (other than Imation) or a Pledged Foreign Subsidiary with respect to any Collateral consisting of Pledged Investment Property and or Pledged Partnership/LLC Interests of such Issuer 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 Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying following receipt of such notice and prior to notice that such Event of Default is no longer continuing, and (ii) except as otherwise expressly permitted hereby and solely during a Cash Dominion Trigger Periodhereby, to pay any cash dividends, distributions or other payments with respect to any Pledged Investment Property, Property or Pledged Partnership/LLC Interests issued by such Issuer directly to the Dominion Account or such other Controlled Depositary as the Administrative Agent may directAgent; and
(ii) and the Administrative Agent shall be entitled to (but shall not be required to): (A) proceed to perform any and all obligations of the applicable Grantor under any Material Contract and exercise all rights of such Grantor thereunder as fully as such Grantor itself could, (B) do all other acts which that the Administrative Agent may deem necessary or proper to protect its Security Interest granted hereunder, provided such acts are not inconsistent with or in violation of the terms of any of the Credit Agreement, of the other Loan Documents or applicable Applicable Law, and (C) sell, assign or otherwise transfer any Material Contract in accordance with the Credit Agreement, the other Loan Documents and applicable Law, subject, however, to the prior approval of each other party to such Material Contract, to the extent required under the Material Contract.
(iii) The Administrative Agent is hereby granted an irrevocable, non-exclusive license or other right to use, license or sub-license (without payment of royalty or other compensation to any Person) of any or all Intellectual Property of each Grantor, computer hardware and software, trade secrets, brochures, customer lists, promotional and advertising materials, labels, packaging materials and other Property, in advertising for sale, marketing, selling, collecting, completing manufacture of, or otherwise exercising any rights or remedies with respect to, any Collateral; provided that the Administrative Agent shall not be entitled to exercise its rights under any such license, sub-license or right to use until such time as the Administrative Agent shall have received consent or direction from the Required Lenders pursuant to Section 8.02(d) of the Credit Agreement.
(dc) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s 's intent to exercise its corresponding rights pursuant to Section 5.2(b), each Grantor shall be permitted to receive all cash dividends, payments or other distributions made in respect of any Pledged Investment Property and any Pledged Partnership/LLC Interests, in each case paid in the Ordinary Course of Business Interests to the extent permitted in the Credit Agreement, and to exercise all voting and other corporate, company and partnership rights with respect to any Pledged Investment Property and Pledged Partnership/LLC Interests; provided that, that no vote shall be cast or other corporate, company and partnership right exercised or other action taken whichthat, in the Administrative Agent’s 's reasonable judgment, would impair the Collateral in any material respect or which would result in a Default or Event of Default under any provision of the Credit Agreement, this Agreement or any other Loan Document.
(d) Unless an Event of Default has occurred and is continuing, the Administrative Agent shall not send any notice under any control agreement to a Controlled Depository that restricts any Grantor's access to the Deposit Accounts under such control agreement.
Appears in 1 contract
Specific Remedies. (a) During any period other than a Cash Dominion Trigger Period and subject to the terms The Collateral Agent, on behalf of the Credit AgreementHolders, the Administrative Agent hereby authorizes each Grantor to collect such Grantor’s Accounts in Accounts; provided that, the Ordinary Course Collateral Agent may curtail or terminate such authority at any time upon the occurrence and during the continuance of Businessan Event of Default.
(b) During a Cash Dominion Trigger PeriodUpon the occurrence and during the continuance of an Event of Default:
(i) the Collateral Agent may communicate with Account Debtors of any Account subject to a Security Interest and upon the request of the Administrative Collateral Agent, each Grantor shall notify (such notice to be in form and substance satisfactory to the Administrative Collateral Agent) its Account Debtors and parties to the Material Contracts contracts subject to a Security Interest that such Accounts and the Material Contracts contracts have been assigned to the Administrative Collateral Agent, for the ratable benefit of the Secured Parties;
(ii) upon the request of the Administrative Collateral Agent, each Grantor shall forward to the Administrative Collateral Agent, on the last Business Day of each week, deposit slips related to all cash, money, checks or any other similar items of payment received by the Grantor during such week, and and, if requested by the Collateral Agent, copies of such checks or any other similar items of payment, together with a statement showing the application of all payments on the Collateral during such week and a collection report with regard thereto, in form and substance satisfactory to the Administrative Collateral Agent;
(iii) the Administrative Agent may deliver such notices and instructions in accordance with control agreements covering Deposit Accounts (other than Excluded Accounts) and/or Securities Accounts. In addition, whenever any Grantor shall receive any cash, money, checks or any other similar items of payment relating to any Collateral (including any Proceeds of any Collateral), subject to the terms of any Permitted LiensLiens permitted by the SPA, such Grantor agrees that it will, within one (1) Business Day of such receipt, deposit all such items of payment into a cash collateral account of the Dominion Collateral Agent (the “Collateral Account”) or in a Deposit Account (other than a Specified Deposit Account) at a Controlled Depositary, and until such Grantor shall deposit such cash, money, checks or any other similar items of payment in the Dominion Collateral Account or in a Deposit Account (other than a Specified Deposit Account) at a Controlled Depositary, such Grantor shall hold such cash, money, checks or any other similar items of payment in trust for the Secured Parties Collateral Agent and as property of the Secured PartiesCollateral Agent, separate from the other funds of such Grantor, and the Administrative Collateral Agent shall have the right to transfer or direct the transfer of the balance of each Deposit Account (other than an Excluded a Specified Deposit Account) to the Dominion Collateral Account. All such Collateral and Proceeds of Collateral received by the Administrative Collateral Agent hereunder shall be held by the Administrative Collateral Agent in the Dominion Collateral Account as collateral security for all the Secured Obligations and shall not constitute payment thereof until applied as provided in Section 5.45.3;
(c) After the occurrence and during the continuance of an Event of Default:
(iiv) the Administrative Collateral Agent shall have the right to receive any and all cash dividends, payments or distributions made in respect of any Investment Property, any or Partnership/LLC Interests or any other Proceeds paid in respect of any Investment Property Property, or any Partnership/LLC Interests, and any or all of any Investment Property that is included as Collateral Property, or any Partnership/LLC Interests that are Pledged Capital Stock may, at the option of the Administrative Agent and the Secured PartiesCollateral Agent, be registered in the name of the Administrative Collateral Agent or its nominee, and the Administrative Collateral Agent or its nominee may thereafter exercise (A) all voting, corporate and other rights pertaining to such Investment Property, or any such Partnership/LLC Interests at any meeting of shareholders, partners or members of the relevant Issuers or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Investment Property Property, or such 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 such Investment Property Property, or any and all Partnership/LLC Interests issued upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate, partnership or limited liability company structure of any Issuer that is a Grantor (other than Imation) or a Pledged Foreign Subsidiary or upon the exercise by any Grantor or the Administrative Collateral Agent of any right, privilege or option pertaining to such Investment Property Property, or such Partnership/LLC Interests, and in connection therewith, the right to deposit and deliver any and all of such Investment Property Property, or any and all of such Partnership/LLC Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Collateral Agent may determine), all without liability except to account for property actually received by it; , but the Administrative Collateral Agent shall have no duty to any Grantor to exercise any such right, privilege or option and the Administrative Collateral Agent and the other Secured Parties shall not be responsible for any failure to do so or delay in so doing. In furtherance thereof, each Grantor hereby authorizes and instructs each Issuer (i) that is a Grantor (other than Imation) or a Pledged Foreign Subsidiary with respect to any Collateral consisting of Investment Property and Partnership/LLC Interests of such Issuer to comply with any instruction received by it from the Administrative Collateral Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying following receipt of such notice and prior to notice that such Event of Default is no longer continuing, and (ii) except as otherwise expressly permitted hereby and solely during a Cash Dominion Trigger Period, to pay any cash dividends, distributions or other payments with respect to any Investment Property, or Partnership/LLC Interests issued by such Issuer directly to the Dominion Account or such other Controlled Depositary as the Administrative Agent may direct; and
(iiv) the Administrative Collateral Agent shall be entitled to (but shall not be required to): (A) proceed to perform any and all obligations of the applicable Grantor under any Material Contract contract and exercise all rights of such Grantor thereunder as fully as such Grantor itself could, (B) do all other acts which the Administrative Collateral Agent may deem necessary or proper to protect its Security Interest granted hereunder, provided such acts are not inconsistent with or in violation of the terms of any of the Credit Agreement, of the other Loan Documents SPA or applicable Law, and (C) sell, assign or otherwise transfer any Material Contract contract in accordance with the Credit Agreement, the other Loan Documents SPA and applicable Law, subject, however, to the prior approval of each other party to such Material Contractcontract, to the extent required under the Material Contractsuch contract.
(iii) The Administrative Agent is hereby granted an irrevocable, non-exclusive license or other right to use, license or sub-license (without payment of royalty or other compensation to any Person) of any or all Intellectual Property of each Grantor, computer hardware and software, trade secrets, brochures, customer lists, promotional and advertising materials, labels, packaging materials and other Property, in advertising for sale, marketing, selling, collecting, completing manufacture of, or otherwise exercising any rights or remedies with respect to, any Collateral; provided that the Administrative Agent shall not be entitled to exercise its rights under any such license, sub-license or right to use until such time as the Administrative Agent shall have received consent or direction from the Required Lenders pursuant to Section 8.02(d) of the Credit Agreement.
(dc) Unless an Event of Default shall have occurred and be continuing and the Administrative Collateral Agent shall have given notice to the relevant Grantor of the Administrative Collateral Agent’s intent to exercise its corresponding rights pursuant to Section 5.2(b), each Grantor shall be permitted to receive all cash dividends, payments or other distributions made in respect of any Investment Property and any Partnership/LLC Interests, in each case paid in by the Ordinary Course of Business to the extent permitted in the Credit Agreementrelevant Issuer, and to exercise all voting and other corporate, company and partnership rights with respect to any Investment Property and Partnership/LLC Interests; provided that, no vote shall be cast or other corporate, company and partnership right exercised or other action taken which, in the Administrative Agent’s reasonable judgment, would impair the Collateral in any material respect or which would result in a Default or Event of Default under any provision of the Credit Agreement, this Agreement or any other Loan Document.
Appears in 1 contract
Samples: Security Agreement (Harvest Natural Resources, Inc.)
Specific Remedies. (a) During any period other than a Cash Dominion Trigger Period Upon the occurrence and subject to during the terms continuance of the Credit Agreement, the Administrative Agent hereby authorizes each Grantor to collect such Grantor’s Accounts in the Ordinary Course an Event of Business.
(b) During a Cash Dominion Trigger PeriodDefault:
(i) the Administrative Agent may communicate with Account Debtors of any Account subject to a Security Interest and upon the request of the Administrative Agent, each Grantor shall notify (such notice to be in form and substance reasonably satisfactory to the Administrative Agent) its Account Debtors and parties to the Material Contracts subject to a Security Interest that such Accounts and the Material Contracts have been assigned to the Administrative Agent, for the ratable benefit of the Secured Parties;
(ii) upon the request of the Administrative Agent, each Grantor shall forward to the Administrative Agent, on the last Business Day of each week, deposit slips related to all cash, money, checks or any other similar items of payment received by the Grantor during such week, and and, if requested by the Administrative Agent, copies of such checks or any other similar items of payment, together with a statement showing the application of all payments on the Collateral during such week and a collection report with regard thereto, in form and substance satisfactory to the Administrative Agent;
(iii) upon the request of the Administrative Agent may deliver such notices and instructions in accordance with control agreements covering Deposit Accounts (other than Excluded Accounts) and/or Securities Accounts. In additionAgent, whenever any Grantor shall receive any cash, money, checks or any other similar items of payment relating to any Collateral (including any Proceeds of any Collateral), subject to the terms of any Permitted Liens, such Grantor agrees that it will, within one (1) Business Day of such receipt, deposit all such items of payment into a cash collateral account at the Dominion Administrative Agent or in a deposit account that is subject to a control agreement in favor of the Administrative Agent (the "Collateral Account"), and until such Grantor shall deposit such cash, money, checks or any other similar items of payment in the Dominion Collateral Account, such Grantor shall hold such cash, money, checks or any other similar items of payment in trust for the Administrative Agent and the other Secured Parties and as property of the Secured Parties, separate from the other funds of such Grantor, and the Administrative Agent shall have the right to transfer or direct the transfer of the balance of each Deposit Account (other than an Excluded Deposit Account) to the Dominion Account. All such Collateral and Proceeds of Collateral received by the Administrative Agent hereunder shall be held by the Administrative Agent in the Dominion Collateral Account as collateral security for all the Secured Obligations and shall not constitute payment thereof until applied as provided in Section 5.4;
(c) After the occurrence and during the continuance of an Event of Default:
(iiv) the Administrative Agent shall have the right to receive any and all cash dividends, payments or distributions made in respect of any Investment Property, any or Partnership/LLC Interests or any other Proceeds paid in respect of any Investment Property Property, or any Partnership/LLC Interests, and any or all of any Investment Property that is included as Collateral Property, or any Partnership/LLC Interests that are Pledged Capital Stock may, at the option of the Administrative Agent and the other Secured Parties, 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 Investment Property, Property or any such Partnership/LLC Interests at any meeting of shareholders, partners or members of the relevant Issuers or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Investment Property or such 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 such Investment Property Property, or any and all Partnership/LLC Interests issued upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate, partnership or limited liability company structure of any Issuer that is a Grantor (other than Imation) or a Pledged Foreign Subsidiary or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Investment Property Property, or such Partnership/LLC Interests, and in connection therewith, the right to deposit and deliver any and all of such Investment Property or any and all of such Partnership/LLC Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it; , but the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and the Administrative Agent and the other Secured Parties shall not be responsible for any failure to do so or delay in so doing. In furtherance thereof, each Grantor hereby authorizes and instructs each Issuer (i) that is a Grantor (other than Imation) or a Pledged Foreign Subsidiary with respect to any Collateral consisting of Investment Property and and/or Partnership/LLC Interests of such Issuer 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 Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying following receipt of such notice and prior to notice that such Event of Default is no longer continuing, and (ii) except as otherwise expressly permitted hereby and solely during a Cash Dominion Trigger Periodhereby, to pay any cash dividends, distributions or other payments with respect to any Investment Property, Property or Partnership/LLC Interests issued by such Issuer directly to the Dominion Account or such other Controlled Depositary as the Administrative Agent may directAgent; and
(iiv) the Administrative Agent shall be entitled to (but shall not be required to): (A) proceed to perform any and all obligations of the applicable Grantor under any Material Contract contract and exercise all rights of such Grantor thereunder as fully as such Grantor itself could, (B) do all other acts which the Administrative Agent may deem necessary or proper to protect its Security Interest granted hereunder, provided such acts are not inconsistent with or in violation of the terms of any of the Credit Agreement, of the other Loan Documents or applicable Applicable Law, and (C) sell, assign or otherwise transfer any Material Contract contract in accordance with the Credit Agreement, the other Loan Documents and applicable Applicable Law, subject, however, to the prior approval of each other party to such Material Contractcontract, to the extent required under the Material Contractcontract.
(iii) The Administrative Agent is hereby granted an irrevocable, non-exclusive license or other right to use, license or sub-license (without payment of royalty or other compensation to any Person) of any or all Intellectual Property of each Grantor, computer hardware and software, trade secrets, brochures, customer lists, promotional and advertising materials, labels, packaging materials and other Property, in advertising for sale, marketing, selling, collecting, completing manufacture of, or otherwise exercising any rights or remedies with respect to, any Collateral; provided that the Administrative Agent shall not be entitled to exercise its rights under any such license, sub-license or right to use until such time as the Administrative Agent shall have received consent or direction from the Required Lenders pursuant to Section 8.02(d) of the Credit Agreement.
(db) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 5.2(b5.2(a), each Grantor shall be permitted to receive all cash dividends, payments or other distributions made in respect of any Investment Property and any Partnership/LLC Interests, in each case paid in the Ordinary Course of Business to the extent permitted in the Credit Agreement, and to exercise all voting and other corporate, company and partnership rights with respect to any Investment Property and Partnership/LLC Interests; provided that, no vote shall be cast or other corporate, company and partnership right exercised or other action taken which, in the Administrative Agent’s reasonable judgment, would impair the Collateral in any material respect or which would result in a Default or Event of Default under any provision of the Credit Agreement, this Agreement or any other Loan Document.
Appears in 1 contract
Specific Remedies. (a) During any period other than a Cash Dominion Trigger Period and subject to the terms of the Credit Agreement, the The Administrative Agent hereby authorizes each Grantor to collect such Grantor’s Accounts in Accounts; provided that, the Ordinary Course Administrative Agent may curtail or terminate such authority at any time after the occurrence and during the continuance of Businessan Event of Default.
(b) During a Cash Dominion Trigger PeriodUpon the occurrence and during the continuance of an Event of Default:
(i) the Administrative Agent may communicate with Account Debtors of any Account subject to a Security Interest and upon the request of the Administrative Agent, each Grantor shall notify (such notice to be in form and substance satisfactory to the Administrative Agent) its Account Debtors and parties to the Material Contracts subject to a Security Interest that such Accounts and the Material Contracts have been assigned to the Administrative Agent, for the ratable benefit of the Secured Parties;
(ii) upon the request of the Administrative Agent, each Grantor shall forward to the Administrative Agent, on the last Business Day of each week, deposit slips related to all cash, money, checks or any other similar items of payment received by the Grantor during such week, and and, if requested by the Administrative Agent, copies of such checks or any other similar items of payment, together with a statement showing the application of all payments on the Collateral during such week and a collection report with regard thereto, in form and substance satisfactory to the Administrative Agent;
(iii) the Administrative Agent may deliver such notices and instructions in accordance with control agreements covering Deposit Accounts (other than Excluded Accounts) and/or Securities Accounts. In addition, whenever any Grantor shall receive any cash, money, checks or any other similar items of payment relating to any Collateral (including any Proceeds of any Collateral), subject to the terms of any Permitted Liens, such Grantor agrees that it will, within one (1) Business Day of such receipt, deposit all such items of payment into a cash collateral account at the Dominion Administrative Agent (the “Collateral Account”) or in a Deposit Account (other than an Excluded Deposit Account) at a Controlled Depositary, and until such Grantor shall deposit such cash, money, checks or any other similar items of payment in the Dominion Collateral Account or in a Deposit Account (other than an Excluded Deposit Account) at a Controlled Depositary, such Grantor shall hold such cash, money, checks or any other similar items of payment in trust for the Administrative Agent and the Secured Parties and as property of the Secured Parties, separate from the other funds of such Grantor, and the Administrative Agent shall have the right to transfer or direct the transfer of the balance of each Deposit Account (other than an Excluded Deposit Account) to the Dominion Collateral Account. All such Collateral and Proceeds of Collateral received by the Administrative Agent hereunder shall be held by the Administrative Agent in the Dominion Collateral Account as collateral security for all the Secured Obligations and shall not constitute payment thereof until applied as provided in Section 5.4;
(c) After the occurrence and during the continuance of an Event of Default:
(iiv) the Administrative Agent shall have the right to receive any and all cash dividends, payments or distributions made in respect of any Investment Property, any or Partnership/LLC Interests or any other Proceeds paid in respect of any Investment Property Property, or any Partnership/LLC Interests, and any or all of any Investment Property that is included as Collateral Property, or any Partnership/LLC Interests that are Pledged Capital Stock may, at the option of the Administrative Agent and the Secured Parties, 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 Investment Property, or any such Partnership/LLC Interests at any meeting of shareholders, partners or members of the relevant Issuers or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Investment Property Property, or such 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 Investment Property Property, or any and all Partnership/LLC Interests issued upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate, partnership or limited liability company structure of any Issuer that is a Grantor (other than Imation) or a Pledged Foreign Subsidiary or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Investment Property Property, or such Partnership/LLC Interests, and in connection therewith, the right to deposit and deliver any and all of such the Investment Property Property, or any and all of such Partnership/LLC Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it; but the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and the Administrative Agent and the other Secured Parties shall not be responsible for any failure to do so or delay in so doing. In furtherance thereof, each Grantor hereby authorizes and instructs each Issuer (i) that is a Grantor (other than Imation) or a Pledged Foreign Subsidiary with respect to any Collateral consisting of Investment Property and Partnership/LLC Interests of such Issuer 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 Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying following receipt of such notice and prior to notice that such Event of Default is no longer continuing, and (ii) except as otherwise expressly permitted hereby and solely during a Cash Dominion Trigger Periodhereby, to pay any cash dividends, distributions or other payments with respect to any Investment Property, or Partnership/LLC Interests issued by such Issuer directly to the Dominion Account or such other Controlled Depositary as the Administrative Agent may directAgent; and
(iiv) the Administrative Agent shall be entitled to (but shall not be required to): (A) proceed to perform any and all obligations of the applicable Grantor under any Material Contract and exercise all rights of such Grantor thereunder as fully as such Grantor itself could, (B) do all other acts which the Administrative Agent may deem necessary or proper to protect its Security Interest granted hereunder, provided such acts are not inconsistent with or in violation of the terms of any of the Credit Agreement, of the other Loan Documents or applicable Applicable Law, and (C) sell, assign or otherwise transfer any Material Contract in accordance with the Credit Agreement, the other Loan Documents and applicable Applicable Law, subject, however, to the prior approval of each other party to such Material Contract, to the extent required under the Material Contract.
(iii) . The Administrative Agent is hereby granted an irrevocable, non-exclusive license or other right to use, license or sub-license (without payment of royalty or other compensation to any Person) of any or all Intellectual Property of each Grantor, computer hardware and software, trade secrets, brochures, customer lists, promotional and advertising materials, labels, packaging materials and other Property, in advertising for sale, marketing, selling, collecting, completing manufacture of, or otherwise exercising any rights or remedies with respect to, any Collateral; provided that the Administrative Agent shall not be entitled to exercise its rights under any such licenseIP License granted under any commercial or technology agreement (e.g., sub-license provisions granting intellectual property rights by or right to use until such time as the Administrative Agent shall have received consent Borrower or direction from any of its Subsidiaries) in the Required Lenders pursuant to Section 8.02(d) ordinary course of business in a manner inconsistent with the terms of the Credit Agreementapplicable agreement.
(dc) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 5.2(b), each Grantor shall be permitted to receive all cash dividends, payments or other distributions made in respect of any Investment Property and any Partnership/LLC Interests, in each case paid in the Ordinary Course normal course of Business business of the relevant Issuer and consistent with past practice, to the extent permitted in the Credit Agreement, and to exercise all voting and other corporate, company and partnership rights with respect to any Investment Property and Partnership/LLC Interests; provided that, no vote shall be cast or other corporate, company and partnership right exercised or other action taken which, in the Administrative Agent’s reasonable judgment, would impair the Collateral in any material respect or which would result in a Default or Event of Default under any provision of the Credit Agreement, this Agreement or any other Loan Document.
Appears in 1 contract
Samples: Collateral Agreement (Blackhawk Network Holdings, Inc)
Specific Remedies. (a) During any period other than a Cash Dominion Trigger Period and subject to the terms of the Credit Agreement, the The Administrative Agent hereby authorizes each Grantor to collect such Grantor’s Accounts in 's Accounts, under the Ordinary Course Administrative Agent's direction and control; provided that, the Administrative Agent may curtail or terminate such authority at any time after the occurrence and during the continuance of Businessan Event of Default.
(b) During a Cash Dominion Trigger PeriodUpon the occurrence and during the continuance of an Event of Default:
(i) the Administrative Agent may communicate with Account Debtors of any Account subject to a Security Interest and upon the request of the Administrative Agent, each Grantor shall notify (such notice to be in form and substance satisfactory to the Administrative Agent) its Account Debtors and parties to the Material Contracts subject to a Security Interest that such Accounts and the Material Contracts have been assigned to the Administrative Agent, for the ratable benefit of itself and the Secured PartiesLenders;
(ii) upon the request of the Administrative Agent, each Grantor shall forward to the Administrative Agent, on the last Business Day of each week, deposit slips related to all cash, money, checks or any other similar items of payment received by the Grantor during such week, and and, if requested by the Administrative Agent, copies of such checks or any other similar items of payment, together with a statement showing the application of all payments on the Collateral during such week and a collection report with regard thereto, in form and substance satisfactory to the Administrative Agent;
(iii) the Administrative Agent may deliver such notices and instructions in accordance with control agreements covering Deposit Accounts (other than Excluded Accounts) and/or Securities Accounts. In addition, whenever any Grantor shall receive any cash, money, checks or any other similar items of payment relating to any Collateral (including any Proceeds of any Collateral), subject to the terms of any Permitted Liens, such Grantor agrees that it will, within one (1) Business Day of such receipt, deposit all such items of payment into the Dominion Account, and until Collateral Account or in a Deposit Account at a Controlled Depositary. Until such Grantor shall deposit such cash, money, checks or any other similar items of payment in the Dominion AccountCollateral Account or in a Deposit Account at a Controlled Depositary, such Grantor shall hold such cash, money, checks or any other similar items of payment in trust for the Secured Parties Administrative Agent and Lenders and as property of the Secured PartiesAdministrative Agent and Lenders, separate from the other funds of such Grantor, and the Administrative Agent shall have the right to transfer or direct the transfer of the balance of each Deposit Account (other than an Excluded Deposit Account) to the Dominion Collateral Account. All such Collateral and Proceeds of Collateral received by the Administrative Agent hereunder shall be held by the Administrative Agent in the Dominion Collateral Account as collateral security for all the Secured Obligations and shall not constitute payment thereof until applied as provided in Section 5.4;5.04; and
(c) After the occurrence and during the continuance of an Event of Default:
(iiv) the Administrative Agent shall have the right to receive any and all cash dividends, payments or distributions made in respect of any Investment Property, any or Partnership/LLC Interests or any other Proceeds paid in respect of any Investment Property Property, or any Partnership/LLC Interests, and any or all of any Investment Property that is included as Collateral Property, or any Partnership/LLC Interests that are Pledged Capital Stock may, at the option of the Administrative Agent and the Secured Parties, 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 Investment Property, or such Partnership/LLC Interests at any meeting of shareholders, partners or members of the relevant Issuers or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Investment Property Property, or such 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 Investment Property Property, or any and all Partnership/LLC Interests issued upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate, partnership or limited liability company structure of any Issuer that is a Grantor (other than Imation) or a Pledged Foreign Subsidiary or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Investment Property Property, or such Partnership/LLC Interests, and in connection therewith, the right to deposit and deliver any and all of such the Investment Property Property, or any and all of such Partnership/LLC Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it; but the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and the Administrative Agent and the other Secured Parties Lenders shall not be responsible for any failure to do so or delay in so doing. In furtherance thereof, each Grantor hereby authorizes and instructs each Issuer (i) that is a Grantor (other than Imation) or a Pledged Foreign Subsidiary with respect to any Collateral consisting of Investment Property and Partnership/LLC Interests of such Issuer 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 Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying following receipt of such notice and prior to notice that such Event of Default is no longer continuingcomplying, and (ii) except as otherwise expressly permitted hereby and solely during a Cash Dominion Trigger Periodhereby, to pay any cash dividends, distributions or other payments with respect to any Investment Property, or Partnership/LLC Interests issued by such Issuer directly to the Dominion Account or such other Controlled Depositary as the Administrative Agent may direct; and
(ii) the Administrative Agent shall be entitled to (but shall not be required to): (A) proceed to perform any and all obligations of the applicable Grantor under any Material Contract and exercise all rights of such Grantor thereunder as fully as such Grantor itself could, (B) do all other acts which the Administrative Agent may deem necessary or proper to protect its Security Interest granted hereunder, provided such acts are not inconsistent with or in violation of the terms of any of the Credit Agreement, of the other Loan Documents or applicable Law, and (C) sell, assign or otherwise transfer any Material Contract in accordance with the Credit Agreement, the other Loan Documents and applicable Law, subject, however, to the prior approval of each other party to such Material Contract, to the extent required under the Material ContractAgent.
(iii) The Administrative Agent is hereby granted an irrevocable, non-exclusive license or other right to use, license or sub-license (without payment of royalty or other compensation to any Person) of any or all Intellectual Property of each Grantor, computer hardware and software, trade secrets, brochures, customer lists, promotional and advertising materials, labels, packaging materials and other Property, in advertising for sale, marketing, selling, collecting, completing manufacture of, or otherwise exercising any rights or remedies with respect to, any Collateral; provided that the Administrative Agent shall not be entitled to exercise its rights under any such license, sub-license or right to use until such time as the Administrative Agent shall have received consent or direction from the Required Lenders pursuant to Section 8.02(d) of the Credit Agreement.
(dc) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s 's intent to exercise its corresponding rights pursuant to Section 5.2(b5.02(b), each Grantor shall be permitted to receive all cash dividends, payments or other distributions made in respect of any Investment Property and any Partnership/LLC Interests, in each case paid in the Ordinary Course normal course of Business business of the relevant Issuer and consistent with past practice, to the extent permitted in the Credit Agreement, and to exercise all voting and other corporate, company and partnership rights with respect to any Investment Property and Partnership/LLC Interests; provided that, no vote shall be cast or other corporate, company and partnership right exercised or other action taken which, in the Administrative Agent’s 's reasonable judgment, would impair the Collateral in any material respect or which would result in a Default or Event of Default under any provision of the Credit Agreement, this Agreement or any other Loan Document.
Appears in 1 contract
Specific Remedies. (a) During any period other than a Cash Dominion Trigger Period and subject to the terms of the Credit Agreement, the The Administrative Agent hereby authorizes each Grantor to collect such Grantor’s Accounts in 's Accounts, under the Ordinary Course Administrative Agent's direction and control; provided that, the Administrative Agent may curtail or terminate such authority at any time after the occurrence and during the continuance of Businessan Event of Default.
(b) During a Cash Dominion Trigger PeriodUpon the occurrence and during the continuance of an Event of Default:
(i) the Administrative Agent may communicate with Account Debtors of any Account subject to a Security Interest and upon the request of the Administrative Agent, each Grantor shall notify (such notice to be in form and substance satisfactory to the Administrative Agent) its Account Debtors and parties to the Material Contracts subject to a Security Interest that such Accounts and the Material Contracts have been assigned to the Administrative Agent, for the ratable benefit of itself and the Secured PartiesLenders;
(ii) upon the request of the Administrative Agent, each Grantor shall forward to the Administrative Agent, on the last Business Day of each week, deposit slips related to all cash, money, checks or any other similar items of payment received by the Grantor during such week, and and, if requested by the Administrative Agent, copies of such checks or any other similar items of payment, together with a statement showing the application of all payments on the Collateral during such week and a collection report with regard thereto, in form and substance satisfactory to the Administrative Agent;
(iii) upon the request of the Administrative Agent may deliver such notices and instructions in accordance with control agreements covering Deposit Accounts (other than Excluded Accounts) and/or Securities Accounts. In additionAgent, whenever any Grantor shall receive any cash, money, checks or any other similar items of payment relating to any Collateral (including any Proceeds of any Collateral), subject to the terms of any Permitted Liens, such Grantor agrees that it will, within one (1) Business Day of such receipt, deposit all such items of payment into the Dominion AccountCollateral Account or in a Deposit Account at Controlled Depositary, and until such Grantor shall deposit such cash, money, checks or any other similar items of payment in the Dominion AccountCollateral Account or in a Deposit Account at a Controlled Depositary, such Grantor shall hold such cash, money, checks or any other similar items of payment in trust for the Secured Parties Administrative Agent and Lenders and as property of the Secured PartiesAdministrative Agent and Lenders, separate from the other funds of such Grantor, and the Administrative Agent shall have the right in to transfer or direct the transfer of the balance of each Deposit Account (other than an Excluded Deposit Account) to the Dominion Collateral Account. All such Collateral and Proceeds of Collateral received by the Administrative Agent hereunder shall be held by the Administrative Agent in the Dominion Collateral Account as collateral security for all the Secured Obligations and shall not constitute payment thereof until applied as provided in Section 5.45.04;
(c) After the occurrence and during the continuance of an Event of Default:
(iiv) the Administrative Agent shall have the right to receive any and all cash dividends, payments or distributions made in respect of any Investment Property, any Partnership/LLC Interests or any other Proceeds paid in respect of any Investment Property or any Partnership/LLC Interests, and any or all of any Investment Property that is included as Collateral or any Partnership/LLC Interests that are Pledged Capital Stock may, at the option of the Administrative Agent and the Secured Parties, 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 Investment Property, Property or such Partnership/LLC Interests at any meeting of shareholders, partners or members of the relevant Issuers or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Investment Property or such 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 Investment Property or any and all the Partnership/LLC Interests issued upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate, partnership or limited liability company structure of any Issuer that is a Grantor (other than Imation) or a Pledged Foreign Subsidiary or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Investment Property or such Partnership/LLC Interests, and in connection therewith, the right to deposit and deliver any and all of such the Investment Property or any and all of such the Partnership/LLC Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it; but the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and the Administrative Agent and the other Secured Parties Lenders shall not be responsible for any failure to do so or delay in so doing. In furtherance thereof, each Grantor hereby authorizes and instructs each Issuer (i) that is a Grantor (other than Imation) or a Pledged Foreign Subsidiary with respect to any Collateral consisting of Investment Property and Partnership/LLC Interests of such Issuer 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 Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying following receipt of such notice and prior to notice that such Event of Default is no longer continuingcomplying, and (ii) except as otherwise expressly permitted hereby and solely during a Cash Dominion Trigger Periodhereby, to pay any cash dividends, distributions or other payments with respect to any Investment Property, Property or any Partnership/LLC Interests issued by such Issuer directly to the Dominion Account or such other Controlled Depositary as the Administrative Agent may directAgent; and
(iiv) the Administrative Agent shall be entitled to (but shall not be required to): (A) proceed to perform any and all obligations of the applicable Grantor under any Material Contract and exercise all rights of such Grantor thereunder as fully as such Grantor itself could, (B) do all other acts which the Administrative Agent may deem necessary or proper to protect its Security Interest granted hereunder, provided such acts are not inconsistent with or in violation of the terms of any of the Credit Agreement, any of the other Loan Documents or any applicable Law, and (CB) sell, assign or otherwise transfer any Material Contract Collateral in accordance with the Credit Agreement, the other Loan Documents and applicable Law, subject, however, to the prior approval of each other party to such Material Contract, to the extent required under the Material Contract.
(iii) The Administrative Agent is hereby granted an irrevocable, non-exclusive license or other right to use, license or sub-license (without payment of royalty or other compensation to any Person) of any or all Intellectual Property of each Grantor, computer hardware and software, trade secrets, brochures, customer lists, promotional and advertising materials, labels, packaging materials and other Property, in advertising for sale, marketing, selling, collecting, completing manufacture of, or otherwise exercising any rights or remedies with respect to, any Collateral; provided that the Administrative Agent shall not be entitled to exercise its rights under any such license, sub-license or right to use until such time as the Administrative Agent shall have received consent or direction from the Required Lenders pursuant to Section 8.02(d) of the Credit Agreement.
(dc) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s 's intent to exercise its corresponding rights pursuant to Section 5.2(b5.02(b), each Grantor shall be permitted to receive all cash dividends, payments or other distributions made in respect of any Investment Property and any Partnership/LLC Interests, in each case paid in the Ordinary Course normal course of Business business of the relevant Issuer and consistent with past practice, to the extent permitted in the Credit Agreement, and to exercise all voting and other corporate, company and partnership rights with respect to any Investment Property and Partnership/LLC Interests; provided that, no vote shall be cast or other corporate, company and partnership right exercised or other action taken which, in the Administrative Agent’s 's reasonable judgment, would impair the Collateral in any material respect or which would result in a Default or Event of Default under any provision of the Credit Agreement, this Agreement or any other Loan Document.
Appears in 1 contract
Specific Remedies. (a) During any period other than a Cash Dominion Trigger Period and subject to the terms of the Credit Agreement, the Administrative Agent hereby authorizes each Grantor to collect such Grantor’s Accounts in the Ordinary Course ordinary course of Businessits business; provided that, Administrative Agent may curtail or terminate such authority at any time after the occurrence and during the continuance of an Event of Default.
(b) During a Cash Dominion Trigger PeriodUpon the occurrence and during the continuance of an Event of Default:
(i) Administrative Agent may communicate with Account Debtors of any Account and parties to any Significant Contract (other than an Excluded Contract) subject to a Security Interest and, upon the reasonable request of the Administrative Agent, each Grantor shall notify (such notice to be in form and substance satisfactory to the Administrative Agent) its Account Debtors and parties to the Material Significant Contracts (other than Excluded Contracts) subject to a Security Interest that such Accounts and the Material Significant Contracts (other than excluded Contracts) have been assigned to the Administrative Agent, for the ratable benefit of the Secured Parties;
(ii) upon the request of the if reasonably requested by Administrative Agent, each Grantor shall forward to the Administrative Agent, on the last Business Day of each week, deposit slips related to all cash, money, checks or any other similar items of payment received by the Grantor during such week, and and, if reasonably requested by Administrative Agent, copies of such checks or any other similar items of payment, together with a statement showing the application of all payments on the Collateral during such week and a collection report with regard thereto, in form and substance satisfactory to the Administrative Agent;
(iii) the Administrative Agent may deliver such notices and instructions in accordance with control agreements Control Agreements covering Deposit Accounts (other and/or Securities Accounts. Other than Excluded Accounts) during a Cash Dominion Period, Administrative Agent may not deliver any notices or instructions in accordance with the Control Agreements covering Deposit Accounts and/or Securities Accounts. In addition, whenever any Grantor shall receive any cash, money, checks or any other similar items of payment relating to any Collateral (including any Proceeds of any Collateral), subject to the terms of any Permitted Liens, such Grantor agrees that it will, within one (1) Business Day of such receipt, deposit all such items of payment into the Dominion AccountCollateral Account or in a Deposit Account at a Controlled Depositary, and until such Grantor shall deposit such cash, money, checks or any other similar items of payment in the Dominion AccountCollateral Account or in a Deposit Account at a Controlled Depositary, such Grantor shall hold such cash, money, checks or any other similar items of payment in trust for the Secured Parties and as property of the Secured Parties, separate from the other funds of such Grantor, and the Administrative Agent shall have the right to transfer or direct the transfer of the balance of each Deposit Account (other than an Excluded Deposit Account) to the Dominion Collateral Account. All such Collateral and Proceeds of Collateral received by the Administrative Agent hereunder shall be held by the Administrative Agent in the Dominion Collateral Account as collateral security for all the Secured Obligations and shall not constitute payment thereof until applied as provided in Section 5.4;
(civ) After the occurrence and during the continuance of an Event of Default:
(i) the Administrative Agent shall have the right to receive any and all cash dividends, payments or distributions other Distributions made in respect of any Investment Property, any Partnership/LLC Interests or any other Proceeds paid in respect of any Investment Property or any Partnership/LLC Interests, except as may otherwise be provided for in the Loan Agreement, and any or all of any Investment Property that is included as Collateral (except for Excluded Collateral) or any Partnership/LLC Interests that are Pledged Capital Stock may, at the option of the Administrative Agent and the Secured Parties, 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 Investment Property, Property or such Partnership/LLC Interests at any meeting of shareholders, partners or members of the relevant Issuers or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Investment Property or such Partnership/LLC Interests as if it were the absolute owner thereof (including, without limitation, including the right to exchange at its discretion any and all of the Investment Property or any and all of the Partnership/LLC Interests issued upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate, partnership or limited liability company structure of any Issuer that is a Grantor (other than Imation) or a Pledged Foreign Subsidiary or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Investment Property or such Partnership/LLC Interests, and in connection therewith, the right to deposit and deliver any and all of such the Investment Property or any and all of such the Partnership/LLC Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it; but the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and the Administrative Agent and the other Secured Parties shall not be responsible for any failure to do so or delay in so doing. In furtherance thereof, each Grantor hereby authorizes and instructs each Issuer (i) that is a Grantor (other than Imation) or a Pledged Foreign Subsidiary with respect to any Collateral consisting of Investment Property and Partnership/LLC Interests of such Issuer 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 Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying following receipt of such notice and prior to notice that such Event of Default is no longer continuing, and (ii) except as otherwise expressly permitted hereby and solely during a Cash Dominion Trigger Periodhereby, to pay any cash dividends, distributions payments or other payments Distributions with respect to any Investment Property, Property or any Partnership/LLC Interests issued by such Issuer directly to the Dominion Account or such other Controlled Depositary as the Administrative Agent may direct; andAgent.
(iiv) the Other than in connection with any Excluded Contract, Administrative Agent shall be entitled to (but shall not be required to): (A) proceed to perform any and all obligations of the applicable Grantor under any Material Significant Contract and Network Site Lease Agreement and exercise all rights of such Grantor thereunder as fully as such Grantor itself could, (B) do all other acts which the Administrative Agent may deem necessary or proper to protect its Security Interest granted hereunder, provided such acts are not inconsistent with or in violation of the terms of any of the Credit Loan Agreement, of the other Loan Documents or applicable LawLegal Requirements, and (C) sell, assign or otherwise transfer any Material Significant Contract or Network Site Lease Agreement in accordance with the Credit Loan Agreement, the other Loan Documents and applicable LawLegal Requirements, subject, however, to the prior approval of each other party to such Material ContractSignificant Contract or Network Site Lease Agreement, to the extent required under the Material Contract.Significant Contract or Network Site Lease Agreement; and
(iii) The Administrative Agent is hereby granted an irrevocable, non-exclusive license or other right to use, license or sub-license (without payment of royalty or other compensation to any Person) of any or all Intellectual Property of each Grantor, computer hardware and software, trade secrets, brochures, customer lists, promotional and advertising materials, labels, packaging materials and other Property, in advertising for sale, marketing, selling, collecting, completing manufacture of, or otherwise exercising any rights or remedies with respect to, any Collateral; provided that the Administrative Agent shall not be entitled to exercise its rights under any such license, sub-license or right to use until such time as the Administrative Agent shall have received consent or direction from the Required Lenders pursuant to Section 8.02(d) of the Credit Agreement.
(dc) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 5.2(b), each Grantor shall be permitted to receive all cash dividends, payments or other distributions Distributions made in respect of any Investment Property and any Partnership/LLC Interests, in each case paid in the Ordinary Course normal course of Business business of the relevant Issuer and consistent with past practice, to the extent permitted in the Credit Loan Agreement, and to exercise all voting and other corporate, company and partnership rights with respect to any Investment Property and any Partnership/LLC Interests; provided thatprovided, however, that no vote shall be cast or other corporate, company and or partnership right exercised or other action taken which, in the Administrative Agent’s reasonable judgment, which would impair the Collateral in any material respect or which would be inconsistent with or result in a Default or Event any violation of Default under any provision of the Credit Loan Agreement, this Agreement or any other Loan Document.
Appears in 1 contract
Specific Remedies. (a) During any period other than a Cash Dominion Trigger Period and subject to the terms of the Credit Agreement, the The Administrative Agent hereby authorizes each Grantor to collect such Grantor’s Accounts in Accounts; provided that, the Ordinary Course Administrative Agent may curtail or terminate such authority at any time after the occurrence and during the continuance of Businessan Event of Default.
(b) During a Cash Dominion Trigger PeriodUpon the occurrence and during the continuance of an Event of Default:
(i) the Administrative Agent may communicate with Account Debtors of any Account subject to a Security Interest and upon the request of the Administrative Agent, each Grantor shall notify (such notice to be in form and substance satisfactory to the Administrative Agent) its Account Debtors and parties to the Material Contracts subject to a Security Interest that such Accounts and the Material Contracts have been assigned to the Administrative Agent, for the ratable benefit of the Secured Lender Parties;
(ii) upon the request of the Administrative Agent, each Grantor shall forward to the Administrative Agent, on the last Business Day of each week, deposit slips related to all cash, money, checks or any other similar items of payment received by the Grantor during such week, and and, if requested by the Administrative Agent, copies of such checks or any other similar items of payment, together with a statement showing the application of all payments on the Collateral during such week and a collection report with regard thereto, in form and substance satisfactory to the Administrative Agent;
(iii) the Administrative Agent may deliver such notices and instructions in accordance with control agreements covering Deposit Accounts (other than Excluded Accounts) and/or Securities Accounts. In addition, whenever any Grantor shall receive any cash, money, checks or any other similar items of payment relating to any Collateral (including any Proceeds of any Collateral), subject to the terms of any Permitted Liens, such Grantor agrees that it will, within one (1) Business Day of such receipt, deposit all such items of payment into a cash collateral account at the Dominion Administrative Agent (the “Collateral Account”) or in a Deposit Account (other than a Specified Deposit Account) at a Controlled Depositary, and until such Grantor shall deposit such cash, money, checks or any other similar items of payment in the Dominion Collateral Account or in a Deposit Account (other than a Specified Deposit Account) at a Controlled Depositary, such Grantor shall hold such cash, money, checks or any other similar items of payment in trust for the Secured Administrative Agent and the other Lender Parties and as property of the Secured Lender Parties, separate from the other funds of such Grantor, and the Administrative Agent shall have the right in to transfer or direct the transfer of the balance of each Deposit Account (other than an Excluded a Specified Deposit Account) to the Dominion Collateral Account. All such Collateral and Proceeds of Collateral received by the Administrative Agent hereunder shall be held by the Administrative Agent in the Dominion Collateral Account as collateral security for all the Secured Guaranteed Obligations and shall not constitute payment thereof until applied as provided in Section 5.4;
(c) After the occurrence and during the continuance of an Event of Default:
(iiv) the Administrative Agent shall have the right to receive any and all cash dividends, payments or distributions made in respect of any Investment Property, any or Partnership/LLC Interests or any other Proceeds paid in respect of any Investment Property Property, or any Partnership/LLC Interests, and any or all of any Investment Property that is included as Collateral Property, or any Partnership/LLC Interests that are Pledged Capital Stock may, at the option of the Administrative Agent and the Secured other Lender Parties, 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 Investment Property, or any such Partnership/LLC Interests at any meeting of shareholders, partners or members of the relevant Issuers or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Investment Property Property, or such 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 such Investment Property Property, or any and all Partnership/LLC Interests issued upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate, partnership or limited liability company structure of any Issuer that is a Grantor (other than Imation) or a Pledged Foreign Subsidiary or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Investment Property Property, or such Partnership/LLC Interests, and in connection therewith, the right to deposit and deliver any and all of such Investment Property Property, or any and all of such Partnership/LLC Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it; , but the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and the Administrative Agent and the other Secured Lender Parties shall not be responsible for any failure to do so or delay in so doing. In furtherance thereof, each Grantor hereby authorizes and instructs each Issuer (i) that is a Grantor (other than Imation) or a Pledged Foreign Subsidiary with respect to any Collateral consisting of Investment Property and Partnership/LLC Interests of such Issuer 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 Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying following receipt of such notice and prior to notice that such Event of Default is no longer continuing, and (ii) except as otherwise expressly permitted hereby and solely during a Cash Dominion Trigger Periodhereby, to pay any cash dividends, distributions or other payments with respect to any Investment Property, or Partnership/LLC Interests issued by such Issuer directly to the Dominion Account or such other Controlled Depositary as the Administrative Agent may directAgent; and
(iiv) the Administrative Agent shall be entitled to (but shall not be required to): ):
(A) proceed to perform any and all obligations of the applicable Grantor under any Material Contract and exercise all rights of such Grantor thereunder as fully as such Grantor itself could, ,
(B) do all other acts which the Administrative Agent may deem necessary or proper to protect its Security Interest granted hereunder, provided such acts are not inconsistent with or in violation of the terms of any of the Credit Agreement, of the other Loan Documents or applicable Applicable Law, and and
(C) sell, assign or otherwise transfer any Material Contract in accordance with the Credit Agreement, the other Loan Documents and applicable Applicable Law, subject, however, to the prior approval of each other party to such Material Contract, to the extent required under the Material Contract.
(iii) The Administrative Agent is hereby granted an irrevocable, non-exclusive license or other right to use, license or sub-license (without payment of royalty or other compensation to any Person) of any or all Intellectual Property of each Grantor, computer hardware and software, trade secrets, brochures, customer lists, promotional and advertising materials, labels, packaging materials and other Property, in advertising for sale, marketing, selling, collecting, completing manufacture of, or otherwise exercising any rights or remedies with respect to, any Collateral; provided that the Administrative Agent shall not be entitled to exercise its rights under any such license, sub-license or right to use until such time as the Administrative Agent shall have received consent or direction from the Required Lenders pursuant to Section 8.02(d) of the Credit Agreement.
(dc) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 5.2(b), each Grantor shall be permitted to receive all cash dividends, payments or other distributions made in respect of any Investment Property and any Partnership/LLC Interests, in each case paid in the Ordinary Course normal course of Business business of the relevant Issuer and consistent with past practice, to the extent permitted in the Credit Agreement, and to exercise all voting and other corporate, company and partnership rights with respect to any Investment Property and Partnership/LLC Interests; provided that, no vote shall be cast or other corporate, company and partnership right exercised or other action taken which, in the Administrative Agent’s reasonable judgment, would impair the Collateral in any material respect or which would result in a Default or Event of Default under any provision of the Credit Agreement, this Agreement or any other Loan Document.
Appears in 1 contract
Samples: Collateral Agreement
Specific Remedies. (a) During any period other than a Cash Dominion Trigger Period and subject to the terms of the Credit Agreement, the The Administrative Agent hereby authorizes each Grantor to collect such Grantor’s Accounts in Accounts; provided that, the Ordinary Course Administrative Agent may curtail or terminate such authority at any time upon the occurrence and during the continuance of Businessan Event of Default.
(b) During a Cash Dominion Trigger PeriodUpon the occurrence and during the continuance of an Event of Default:
(i) the Administrative Agent may communicate with Account Debtors of any Account subject to a Security Interest and upon the request of the Administrative Agent, each Grantor shall notify (such notice to be in form and substance satisfactory to the Administrative Agent) its Account Debtors and parties to the Material Contracts subject to a Security Interest that such Accounts and the Material Contracts have been assigned to the Administrative Agent, for the ratable benefit of the Secured Parties;
(ii) upon the request of the Administrative Agent, each Grantor shall forward to the Administrative Agent, on the last Business Day of each week, deposit slips related to all cash, money, checks or any other similar items of payment received by the Grantor during such week, and and, if requested by the Administrative Agent, copies of such checks or any other similar items of payment, together with a statement showing the application of all payments on the Collateral during such week and a collection report with regard thereto, in form and substance satisfactory to the Administrative Agent;
(iii) upon the request of the Administrative Agent may deliver such notices and instructions in accordance with control agreements covering Deposit Accounts (other than Excluded Accounts) and/or Securities Accounts. In additionAgent, whenever any Grantor shall receive any cash, money, checks or any other similar items of payment relating to any Collateral (including any Proceeds of any Collateral), subject to the terms of any Permitted Liens, such Grantor agrees that it will, within one (1) Business Day of such receipt, deposit all such items of payment into a cash collateral account at the Dominion Administrative Agent (the “Collateral Account”) or in a Deposit Account (other than a Specified Deposit Account) at a depositary bank that has executed and delivered a control agreement in favor of Administrative Agent with respect to such Deposit Account (a “Controlled Depository”), and until such Grantor shall deposit such cash, money, checks or any other similar items of payment in the Dominion Collateral Account or in a Deposit Account (other than a Specified Deposit Account) at a Controlled Depository, such Grantor shall hold such cash, money, checks or any other similar items of payment in trust for the Administrative Agent and the other Secured Parties and as property of the Secured Parties, separate from the other funds of such Grantor, and the Administrative Agent shall have the right to transfer or direct the transfer of the balance of each Deposit Account (other than an Excluded a Specified Deposit Account) to the Dominion Collateral Account. All such Collateral and Proceeds of Collateral received by the Administrative Agent hereunder shall be held by the Administrative Agent in the Dominion Collateral Account as collateral security for all the Secured Obligations and shall not constitute payment thereof until applied as provided in Section 5.4;
(c) After the occurrence and during the continuance of an Event of Default:
(iiv) the Administrative Agent shall have the right to receive any and all cash dividends, payments or distributions made in respect of any Investment Property, any or Partnership/LLC Interests or any other Proceeds paid in respect of any Investment Property Property, or any Partnership/LLC Interests, and any or all of any Investment Property that is included as Collateral Property, or any Partnership/LLC Interests that are Pledged Capital Stock may, at the option of the Administrative Agent and the other Secured Parties, 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 Investment Property, or any such Partnership/LLC Interests at any meeting of shareholders, partners or members of the relevant Issuers or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Investment Property Property, or such 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 such Investment Property Property, or any and all Partnership/LLC Interests issued upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate, partnership or limited liability company structure of any Issuer that is a Grantor (other than Imation) or a Pledged Foreign Subsidiary or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Investment Property Property, or such Partnership/LLC Interests, and in connection therewith, the right to deposit and deliver any and all of such Investment Property or any and all of such Partnership/LLC Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it; , but the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and the Administrative Agent and the other Secured Parties shall not be responsible for any failure to do so or delay in so doing. In furtherance thereof, each Grantor hereby authorizes and instructs each Issuer (i) that is a Grantor (other than Imation) or a Pledged Foreign Subsidiary with respect to any Collateral consisting of Investment Property and Partnership/LLC Interests of such Issuer 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 Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying following receipt of such notice and prior to notice that such Event of Default is no longer continuing, and (ii) except as otherwise expressly permitted hereby and solely during a Cash Dominion Trigger Periodhereby, to pay any cash dividends, distributions or other payments with respect to any Investment Property, or Partnership/LLC Interests issued by such Issuer directly to the Dominion Account or such other Controlled Depositary as the Administrative Agent may directAgent; and
(iiv) the Administrative Agent shall be entitled to (but shall not be required to): (A) proceed to perform any and all obligations of the applicable Grantor under any Material Contract and exercise all rights of such Grantor thereunder as fully as such Grantor itself could, (B) do all other acts which the Administrative Agent may deem necessary or proper to protect its Security Interest granted hereunder, provided such acts are not inconsistent with or in violation of the terms of any of the Credit Agreement, of the other Loan Documents or applicable Applicable Law, and (C) sell, assign or otherwise transfer any Material Contract in accordance with the Credit Agreement, the other Loan Documents and applicable Applicable Law, subject, however, to the prior approval of each other party to such Material Contract, to the extent required under the Material Contract.
(iii) The Administrative Agent is hereby granted an irrevocable, non-exclusive license or other right to use, license or sub-license (without payment of royalty or other compensation to any Person) of any or all Intellectual Property of each Grantor, computer hardware and software, trade secrets, brochures, customer lists, promotional and advertising materials, labels, packaging materials and other Property, in advertising for sale, marketing, selling, collecting, completing manufacture of, or otherwise exercising any rights or remedies with respect to, any Collateral; provided that the Administrative Agent shall not be entitled to exercise its rights under any such license, sub-license or right to use until such time as the Administrative Agent shall have received consent or direction from the Required Lenders pursuant to Section 8.02(d) of the Credit Agreement.
(dc) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 5.2(b), each Grantor shall be permitted to receive all cash dividends, payments or other distributions made in respect of any Investment Property and any Partnership/LLC Interests, in each case paid in the Ordinary Course of Business to the extent permitted in the Credit Agreement, and to exercise all voting and other corporate, company and partnership rights with respect to any Investment Property and Partnership/LLC Interests; provided that, no vote shall be cast or other corporate, company and partnership right exercised or other action taken which, in the Administrative Agent’s reasonable judgment, would impair the Collateral in any material respect or which would result in a Default or Event of Default under any provision of the Credit Agreement, this Agreement or any other Loan Document.
Appears in 1 contract
Specific Remedies. (a) During any period other than a Cash Dominion Trigger Period and subject to the terms of the Credit Agreement, the The Administrative Agent hereby authorizes each Grantor Guarantor to collect such GrantorGuarantor’s Accounts in Accounts; provided that, the Ordinary Course Administrative Agent may curtail or terminate such authority at any time after the occurrence and during the continuance of Businessan Event of Default.
(b) During a Cash Dominion Trigger PeriodUpon the occurrence and during the continuance of an Event of Default:
(i) the Administrative Agent may communicate with Account Debtors of any Account subject to a Security Interest and upon the request of the Administrative Agent, each Grantor Guarantor shall notify (such notice to be in form and substance satisfactory to the Administrative Agent) its Account Debtors and parties to the Material Contracts contracts to which such Guarantor is a party subject to a Security Interest that such Accounts and the Material Contracts such material contracts have been assigned to the Administrative Agent, for the ratable benefit of the Secured Parties;
(ii) upon the request of the Administrative Agent, each Grantor Guarantor shall forward to the Administrative Agent, on the last Business Day of each week, deposit slips related to all cash, money, checks or any other similar items of payment received by the Grantor during such week, and copies of such checks or any other similar items of payment, together with week a statement showing the application of all payments on the Collateral during such the previous week and a collection report with regard thereto, in form and substance satisfactory to the Administrative Agent;
(iii) upon the request of the Administrative Agent may deliver such notices and instructions in accordance with control agreements covering Deposit Accounts (other than Excluded Accounts) and/or Securities Accounts. In additionAgent, whenever any Grantor Guarantor shall receive any cash, money, checks or any other similar items of payment relating to any Collateral (including any Proceeds of any Collateral), subject to the terms of any Permitted Liens, such Grantor Guarantor agrees that it will, within one (1) Business Day of such receipt, deposit all such items of payment into a cash collateral account at the Dominion Administrative Agent (the “Collateral Account”), and until such Grantor Guarantor shall deposit such cash, money, checks or any other similar items of payment in the Dominion Collateral Account, such Grantor Guarantor shall hold such cash, money, checks or any other similar items of payment in trust for the Secured Parties and as property of the Secured Parties, separate from the other funds of such Grantor, and the Administrative Agent shall have the right to transfer or direct the transfer of the balance of each Deposit Account (other than an Excluded Deposit Account) to the Dominion AccountAgent. All such Collateral and Proceeds of Collateral received by the Administrative Agent hereunder shall be held by the Administrative Agent in the Dominion Collateral Account as collateral security for all the Secured Obligations and shall not constitute payment thereof until applied as provided in Section 5.46.4;
(c) After the occurrence and during the continuance of an Event of Default:
(iiv) the Administrative Agent shall have the right to receive any and all cash dividends, payments or distributions made in respect of any Investment Property, any or Partnership/LLC Interests or any other Proceeds paid in respect of any Investment Property Property, or any Partnership/LLC Interests, and any or all of any Investment Property that is included as Collateral Property, or any Partnership/LLC Interests that are Pledged Capital Stock may, at the option of the Administrative Agent and the Secured Parties, 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 Investment Property, or any such Partnership/LLC Interests at any meeting of shareholders, partners or members of the relevant Issuers or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Investment Property Property, or such 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 Investment Property Property, or any and all Partnership/LLC Interests issued upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate, partnership or limited liability company structure of any Issuer that is a Grantor (other than Imation) or a Pledged Foreign Subsidiary or upon the exercise by any Grantor Guarantor or the Administrative Agent of any right, privilege or option pertaining to such Investment Property Property, or such Partnership/LLC Interests, and in connection therewith, the right to deposit and deliver any and all of such the Investment Property Property, or any and all of such Partnership/LLC Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it; but the Administrative Agent shall have no duty to any Grantor Guarantor to exercise any such right, privilege or option and the Administrative Agent and the other Secured Parties shall not be responsible for any failure to do so or delay in so doing. In furtherance thereof, each Grantor Guarantor hereby authorizes and instructs each Issuer (i) that is a Grantor (other than Imation) or a Pledged Foreign Subsidiary with respect to any Collateral consisting of Investment Property and Partnership/LLC Interests of such Issuer 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 Agreement, without any other or further instructions from such Grantor, Guarantor and each Grantor Guarantor agrees that each Issuer shall be fully protected in so complying following receipt of such notice and prior to notice that such Event of Default is no longer continuing, continuing and (ii) except as otherwise expressly permitted hereby and solely during a Cash Dominion Trigger Periodhereby, to pay any cash dividends, distributions or other payments with respect to any Investment Property, or Partnership/LLC Interests issued by such Issuer directly to the Dominion Account or such other Controlled Depositary as the Administrative Agent may directAgent; and
(iiv) the Administrative Agent shall be entitled to (but shall not be required to): (A) proceed to perform any and all obligations of the applicable Grantor Guarantor under any Material Contract contract to which the applicable Guarantor is party and exercise all rights of such Grantor Guarantor thereunder as fully as such Grantor Guarantor itself could, (B) do all other acts which the Administrative Agent may deem necessary or proper to protect its Security Interest granted hereunder, provided such acts are not inconsistent with or in violation of the terms of any of the Credit Agreement, of the other Loan Documents or applicable Law, Applicable Law and (C) sell, assign or otherwise transfer any Material Contract such contract in accordance with the Credit Agreement, the other Loan Documents and applicable Applicable Law, subject, however, to the prior approval of each other party to such Material Contractcontract, to the extent required under the Material Contractsuch contract.
(iii) The Administrative Agent is hereby granted an irrevocable, non-exclusive license or other right to use, license or sub-license (without payment of royalty or other compensation to any Person) of any or all Intellectual Property of each Grantor, computer hardware and software, trade secrets, brochures, customer lists, promotional and advertising materials, labels, packaging materials and other Property, in advertising for sale, marketing, selling, collecting, completing manufacture of, or otherwise exercising any rights or remedies with respect to, any Collateral; provided that the Administrative Agent shall not be entitled to exercise its rights under any such license, sub-license or right to use until such time as the Administrative Agent shall have received consent or direction from the Required Lenders pursuant to Section 8.02(d) of the Credit Agreement.
(dc) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor Guarantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 5.2(b6.2(b), each Grantor Guarantor shall be permitted to receive all cash dividends, payments or other distributions made in respect of any Investment Property and any Partnership/LLC Interests, in each case paid in the Ordinary Course of Business Interests to the extent permitted in the Credit Agreement, Agreement and to exercise all voting and other corporate, company and partnership rights with respect to any Investment Property and Partnership/LLC Interests; provided that.
(d) If (i) an Event of Default shall have occurred and, by reason of waiver, modification, amendment or otherwise, no vote longer be continuing, (ii) no other Event of Default shall have occurred and be cast continuing, and (iii) the Secured Obligations shall not have become immediately due and payable, upon the written request of any Guarantor, the Administrative Agent shall promptly execute and deliver to such Guarantor, at such Guarantor’s sole cost and expense, such assignments or other corporatetransfer as may be necessary to reassign to, company or restore in, such Guarantor any such rights, title and partnership right exercised interests as may have been assigned or other action taken whichgranted to the Administrative Agent as aforesaid; provided, in after giving effect to such reassignment, the Administrative Agent’s reasonable judgmentsecurity interest granted pursuant hereto, would impair the Collateral in any material respect or which would result in a Default or Event of Default under any provision as well as all other rights and remedies of the Credit AgreementAdministrative Agent granted hereunder, this Agreement or any other Loan Documentshall continue to be in full force and effect.
Appears in 1 contract
Specific Remedies. (a) During any period other than a Cash Dominion Trigger Period and subject The Grantor shall continue to the terms of the Credit Agreementcollect Grantor’s Accounts; provided that, the Administrative Agent hereby authorizes each Grantor to collect may curtail or terminate such Grantor’s Accounts in authority at any time after the Ordinary Course occurrence and during the continuance of Businessan Event of Default.
(b) During a Cash Dominion Trigger PeriodUpon the occurrence and during the continuance of an Event of Default:
(i) the Administrative Agent may communicate with Account Debtors of any Account subject to a Security Interest and upon the request of the Administrative Agent, each Grantor shall notify (such notice to be in form and substance satisfactory to the Administrative Agent) its Account Debtors and parties to the Material Contracts subject to a Security Interest that such Accounts and the Material Contracts have been assigned to the Administrative Agent, for the ratable benefit of the Secured Parties;
(ii) upon the reasonable request of the Administrative Agent, each Grantor shall forward to the Administrative Agent, on the last Business Day of each week, deposit slips related to all cash, money, checks or any other similar items of payment received by the Grantor during such week, and copies of such checks or any other similar items of payment, together with a statement showing the application of all payments on the Collateral during such week and a collection report with regard thereto, in form and substance reasonably satisfactory to the Administrative Agent;
(iii) the Administrative Agent may deliver such notices and instructions in accordance with control agreements covering Deposit Accounts (other than Excluded Accounts) and/or Securities Accounts. In addition, whenever any Grantor shall receive any cash, money, checks or any other similar items of payment relating to any Collateral (including any Proceeds of any Collateral), subject to the terms of any Permitted Liens, such Grantor agrees that it will, within one three (13) Business Day Days of such receipt, deposit all such items of payment into a cash collateral account at the Dominion Administrative Agent (the “Collateral Account”) or in a Deposit Account (other than an Excluded Deposit Account) at a Controlled Depositary, and until such Grantor shall deposit such cash, money, checks or any other similar items of payment in the Dominion Collateral Account or in a Deposit Account (other than an Excluded Deposit Account) at a Controlled Depositary, such Grantor shall hold such cash, money, checks or any other similar items of payment in trust for the Administrative Agent and the Secured Parties and as property of the Secured Parties, separate from the other funds of such Grantor, and the Administrative Agent shall have the right in to transfer or direct the transfer of the balance of each Deposit Account (other than an Excluded Deposit Account) to the Dominion Collateral Account. All such Collateral and Proceeds of Collateral received by the Administrative Agent hereunder shall be held by the Administrative Agent in the Dominion Collateral Account as collateral security for all the Secured Obligations and shall not constitute payment thereof until applied as provided in Section 5.4;
(c) After the occurrence and during the continuance of an Event of Default:
(iiv) the Administrative Agent shall have the right to receive any and all cash dividends, payments or distributions made in respect of any Investment Property, any Property or Partnership/LLC Interests included in the Collateral or any other Proceeds paid in respect of any Investment Property or any Partnership/LLC InterestsInterests included in the Collateral, and any or all of any such Investment Property that is included as Collateral or any Partnership/LLC Interests that are Pledged Capital Stock may, at the option of the Administrative Agent and the Secured Parties, 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 Investment Property, Property or such Partnership/LLC Interests at any meeting of shareholders, partners or members of the relevant Issuers or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Investment Property or such 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 such Investment Property or any and all Partnership/LLC Interests issued upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate, partnership or limited liability company structure of any Issuer that is a Grantor (other than Imation) or a Pledged Foreign Subsidiary or issuer thereof upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Investment Property or such Partnership/LLC Interests, and in connection therewith, the right to deposit and deliver any and all of such Investment Property or any and all of such Partnership/LLC Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it; but the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and the Administrative Agent and the other Secured Parties shall not be responsible for any failure to do so or delay in so doing. In order to permit the Administrative Agent to exercise the voting and other consensual rights which it may be entitled to exercise pursuant to this Agreement with respect to all Investment Property and Partnership/LLC Interests included in the Collateral and to receive all dividends and other distributions which it may be entitled to receive under this Agreement with respect to such Investment Property and Partnership/LLC Interests, (i) each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Administrative Agent all such proxies, dividend payment orders and other instruments as the Administrative Agent may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, such Grantor hereby grants to the Administrative Agent an irrevocable proxy to vote upon the occurrence and the continuance of an Event of Default all or any part of such Investment Property or Partnership/LLC Interests held by such Grantor and to exercise all other rights, powers, privileges and remedies to which a holder of such Investment Property or Partnership/LLC Interests would be entitled (including giving or withholding written consents of shareholders, partners or members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective automatically and without the necessity of any action (including any transfer of such Investment Property or Partnership/LLC Interests on the record books of the issuer thereof) by any other Person (including the issuer of such Equity Interests or any officer or agent thereof) during each period of time that an Event of Default has occurred and is continuing. Each Grantor acknowledges and agrees that the irrevocable proxy granted to the Administrative Agent by such Grantor pursuant to the preceding sentence with respect to the Investment Property or Partnership/LLC Interests held by such Grantor is coupled with an interest and shall be exercisable by the Administrative Agent during each period of time that an Event of Default has occurred and is continuing, regardless of the length of any such period of time. In furtherance thereof, each Grantor hereby authorizes and instructs each Issuer (i) that is a Grantor (other than Imation) or a Pledged Foreign Subsidiary with respect to any Collateral consisting of Investment Property and Partnership/LLC Equity Interests of such Issuer 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 Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying following receipt of such notice and prior to notice that such Event of Default is no longer continuing, and (ii) except as otherwise expressly permitted hereby and solely during a Cash Dominion Trigger Periodhereby, to pay any cash dividends, distributions or other payments with respect to any Investment Property, or Partnership/LLC Equity Interests issued by such Issuer directly to the Dominion Account or such other Controlled Depositary as the Administrative Agent may directAgent; and
(iiv) the Administrative Agent shall be entitled to (but shall not be required to): (A) proceed to perform any and all obligations of the applicable Grantor under any Material Contract and exercise all rights of such Grantor thereunder as fully as such Grantor itself could, (B) do all other acts which the Administrative Agent may deem necessary or proper to protect its Security Interest granted hereunder, provided such acts are not inconsistent with or in violation of the terms of any of the Credit Agreement, of the other Loan Documents or applicable Applicable Law, and (C) sell, assign or otherwise transfer any Material Contract in accordance with the Credit Agreement, the other Loan Documents and applicable Applicable Law, subject, however, to the prior approval of each other party to such Material Contract, to the extent required under the Material Contract.
(iii) The Administrative Agent is hereby granted an irrevocable, non-exclusive license or other right to use, license or sub-license (without payment of royalty or other compensation to any Person) of any or all Intellectual Property of each Grantor, computer hardware and software, trade secrets, brochures, customer lists, promotional and advertising materials, labels, packaging materials and other Property, in advertising for sale, marketing, selling, collecting, completing manufacture of, or otherwise exercising any rights or remedies with respect to, any Collateral; provided that the Administrative Agent shall not be entitled to exercise its rights under any such license, sub-license or right to use until such time as the Administrative Agent shall have received consent or direction from the Required Lenders pursuant to Section 8.02(d) of the Credit Agreement.
(dc) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 5.2(b), each Grantor shall be permitted continue to receive all cash dividends, payments or other distributions made in respect of any Investment Property and any or Partnership/LLC InterestsInterests included in the Collateral, in each case paid in the Ordinary Course normal course of Business business of the relevant issuer, to the extent permitted in the Credit Agreement, and to exercise all voting and other corporate, company and partnership rights with respect to any such Investment Property and Partnership/LLC Interests; provided that, no vote shall be cast or other corporate, company and partnership right exercised or other action taken which, in the Administrative Agent’s reasonable judgment, would impair the Collateral in any material respect or which would result in a Default or Event of Default under any provision of the Credit Agreement, this Agreement or any other Loan Document.
Appears in 1 contract
Specific Remedies. (a) During any period other than a Cash Dominion Trigger Period and subject to the terms of the Credit Agreement, the The Administrative Agent hereby authorizes each Grantor to collect such Grantor’s Accounts in Accounts; provided that, the Ordinary Course Administrative Agent may curtail or terminate such authority at any time after the occurrence and during the continuance of Businessan Event of Default.
(b) During a Cash Dominion Trigger PeriodUpon the occurrence and during the continuance of an Event of Default:
(i) the Administrative Agent may communicate with Account Debtors of any Account subject to a Security Interest and upon the request of the Administrative Agent, each Grantor shall notify (such notice to be in form and substance satisfactory to the Administrative Agent) its Account Debtors and parties to the Material Contracts subject to a Security Interest that such Accounts and the Material Contracts have been assigned to the Administrative Agent, for the ratable benefit of the Secured Parties;
(ii) upon the request of the Administrative Agent, each Grantor shall forward to the Administrative Agent, on the last Business Day of each week, deposit slips related to all cash, money, checks or any other similar items of payment received by the Grantor during such week, and and, if requested by the Administrative Agent, copies of such checks or any other similar items of payment, together with a statement showing the application of all payments on the Collateral during such week and a collection report with regard thereto, in form and substance satisfactory to the Administrative Agent;
(iii) upon the request of the Administrative Agent may deliver such notices and instructions in accordance with control agreements covering Deposit Accounts (other than Excluded Accounts) and/or Securities Accounts. In additionAgent, whenever any Grantor shall receive any cash, money, checks or any other similar items of payment relating to any Collateral (including any Proceeds of any Collateral), subject to the terms of any Permitted Liens, such Grantor agrees that it will, within one (1) Business Day of such receipt, deposit all such items of payment into a cash collateral account at the Dominion Administrative Agent (the “Collateral Account”) at a depositary bank executing and delivering a control agreement sufficient to provide the Administrative Agent with Control of the Collateral Account (a “Controlled Depositary”), and until such Grantor shall deposit such cash, money, checks or any other similar items of payment in the Dominion AccountCollateral Account at a Controlled Depositary, such Grantor shall hold such cash, money, checks or any other similar items of payment in trust for the Administrative Agent and the other Secured Parties and as property of the Secured Parties, separate from the other funds of such Grantor, and the Administrative Agent shall have the right to transfer or direct the transfer of the balance of each Deposit Account (other than an Excluded Deposit Account) to the Dominion Account. All such Collateral and Proceeds of Collateral received by the Administrative Agent hereunder shall be held by the Administrative Agent in the Dominion Collateral Account as collateral security for all the Secured Obligations and shall not constitute payment thereof until applied as provided in Section 5.4;
(c) After the occurrence and during the continuance of an Event of Default:
(iiv) the Administrative Agent shall have the right to receive any and all cash dividends, payments or distributions made in respect of any Investment Property, any Pledged Stock or other Pledged Collateral or Partnership/LLC Interests or any other Proceeds paid in respect of any Investment Property Property, Pledged Stock or any other Pledged Collateral or Partnership/LLC Interests, and any or all of any Investment Property that is included as Property, Pledged Stock or other Pledged Collateral or any Partnership/LLC Interests that are Pledged Capital Stock may, at the option of the Administrative Agent and the other Secured Parties, 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 Investment Property, Pledged Stock or other Pledged Collateral or any such Partnership/LLC Interests at any meeting of shareholders, partners or members of the relevant Issuers or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Investment Property Property, Pledged Stock or such other Pledged Collateral 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 such Investment Property Property, Pledged Stock or any and all other Pledged Collateral or Partnership/LLC Interests issued upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate, partnership or limited liability company structure of any Issuer that is a Grantor (other than Imation) or a Pledged Foreign Subsidiary or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Investment Property Property, Pledged Stock or such other Pledged Collateral or Partnership/LLC Interests, and in connection therewith, the right to deposit and deliver any and all of such Investment Property Property, Pledged Stock or any and all of such other Pledged Collateral or Partnership/LLC Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it; , but the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and the Administrative Agent and the other Secured Parties shall not be responsible for any failure to do so or delay in so doing. In furtherance thereof, each Grantor hereby authorizes and instructs each Issuer (i) that is a Grantor (other than Imation) or a Pledged Foreign Subsidiary with respect to any Pledged Collateral consisting of Investment Property and Partnership/LLC Interests of such Issuer 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 Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying following receipt of such notice and prior to notice that such Event of Default is no longer continuing, and (ii) except as otherwise expressly permitted hereby and solely during a Cash Dominion Trigger Periodhereby, to pay any cash dividends, distributions or other payments with respect to any Investment Property, Pledged Stock or other Pledged Collateral or Partnership/LLC Interests issued by such Issuer directly to the Dominion Account Administrative Agent;
(v) the Administrative Agent shall be entitled, with respect to any Collateral consisting of Intellectual Property, on demand, to cause the Security Interest to become an assignment, transfer and conveyance of any of or all such other Controlled Depositary Collateral by the applicable Grantors to the Administrative Agent, or to license or sublicense, whether general, special or otherwise, and whether on an exclusive or nonexclusive basis, any such Collateral throughout the world on such terms and conditions and in such manner as the Administrative Agent may directshall determine (other than in violation of any then existing licensing arrangements to the extent that waivers cannot be obtained); and
(iivi) the Administrative Agent shall be entitled to (but shall not be required to): (A) proceed to perform any and all obligations of the applicable Grantor under any Material Contract and exercise all rights of such Grantor thereunder as fully as such Grantor itself could, (B) do all other acts which the Administrative Agent may deem necessary or proper to protect its Security Interest granted hereunder, provided such acts are not inconsistent with or in violation of the terms of any of the Credit Agreement, of the other Loan Documents or applicable Applicable Law, and (C) sell, assign or otherwise transfer any Material Contract in accordance with the Credit Agreement, the other Loan Documents and applicable Applicable Law, subject, however, to the prior approval of each other party to such Material Contract, to the extent required under the Material Contract.
(iii) The Administrative Agent is hereby granted an irrevocable, non-exclusive license or other right to use, license or sub-license (without payment of royalty or other compensation to any Person) of any or all Intellectual Property of each Grantor, computer hardware and software, trade secrets, brochures, customer lists, promotional and advertising materials, labels, packaging materials and other Property, in advertising for sale, marketing, selling, collecting, completing manufacture of, or otherwise exercising any rights or remedies with respect to, any Collateral; provided that the Administrative Agent shall not be entitled to exercise its rights under any such license, sub-license or right to use until such time as the Administrative Agent shall have received consent or direction from the Required Lenders pursuant to Section 8.02(d) of the Credit Agreement.
(dc) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 5.2(b), each Grantor shall be permitted to receive all cash dividends, payments or other distributions made in respect of any Investment Property and any Partnership/LLC Interests, in each case paid in the Ordinary Course normal course of Business business of the relevant Issuer and consistent with past practice, to the extent permitted in the Credit Agreement, and to exercise all voting and other corporate, company and partnership rights with respect to any Investment Property and Partnership/LLC Interests; provided that, no vote shall be cast or other corporate, company and partnership right exercised or other action taken which, in the Administrative Agent’s reasonable judgment, would impair the Collateral in any material respect or which would result in a Default or Event of Default under any provision of the Credit Agreement, this Agreement or any other Loan Document.
Appears in 1 contract
Specific Remedies. (ai) During any period other than a Cash Dominion Trigger Period and subject Without limitation to the terms provisions of Section 8(a), upon the Credit Agreement, occurrence and during the Administrative Agent hereby authorizes each Grantor to collect such Grantor’s Accounts in the Ordinary Course continuance of Business.
(b) During a Cash Dominion Trigger Periodan Event of Default:
(i1) upon Upon the request of the Administrative Collateral Agent, each the Grantor shall notify (such notice to be in form and substance satisfactory to the Administrative Collateral Agent) its Account Debtors any or all account debtors or obligors under any Accounts, Contracts or other Collateral of the security interest in favor of the Collateral Agent created hereby and parties to direct all such Persons to make payments of all amounts due thereon or thereunder directly to the Material Contracts subject Collateral Agent or to a Security Interest that such Accounts and an account designated by the Material Contracts have been assigned to the Administrative Collateral Agent, for the ratable benefit of the Secured Parties;
(ii2) upon the request of the Administrative Agent, each Grantor shall forward to the Administrative Collateral Agent, on the last Business Day of each weekweek if so requested by the Collateral Agent, deposit slips related to all cash, money, checks or any other similar items of payment received by the Grantor during such week, and and, if requested by the Collateral Agent, copies of such checks or any other similar items of payment, together with a statement showing the application of all payments on the Collateral during such week and a collection report with regard thereto, in form and substance satisfactory to the Administrative Collateral Agent;
(iii3) whenever the Administrative Agent may deliver such notices and instructions in accordance with control agreements covering Deposit Accounts (other than Excluded Accounts) and/or Securities Accounts. In addition, whenever any Grantor shall receive any cash, money, checks or any other similar items of payment relating to any Collateral (including any Proceeds of any Collateral), subject to the terms of any Permitted Liens, such Grantor agrees that it will, within one (1) Business Day of such receipt, deposit all such items of payment into the Dominion Account, Collateral Account or in a Deposit Account at Controlled Depositary; and until such the Grantor shall deposit such cash, money, checks or any other similar items of payment in the Dominion AccountCollateral Account or in a Deposit Account at a Controlled Depositary, such the Grantor shall hold such cash, money, checks or any other similar items of payment in trust for the Secured Parties Collateral Agent and as property of the Secured PartiesCollateral Agent, separate from the other funds of such the Grantor, and the Administrative Collateral Agent shall have the right in to transfer or direct the transfer of the balance of each Deposit Account (other than an Excluded Deposit Account) to the Dominion Collateral Account. All such Collateral and Proceeds of Collateral received by the Administrative Collateral Agent hereunder shall be held by the Administrative Collateral Agent in the Dominion Collateral Account as collateral security for all the Secured Obligations and shall not constitute payment thereof until applied as provided in Section 5.4;8(d).
(c) After the occurrence and during the continuance of an Event of Default:
(i4) the Administrative Collateral Agent shall have the right to receive any and all cash dividends, payments or distributions made in respect of any Investment Property, any Partnership/LLC Interests Property or any other Proceeds paid in respect of any Investment Property or any Partnership/LLC Interests, and any or all of any Investment Property that is included as Collateral or any Partnership/LLC Interests that are Pledged Capital Stock mayProperty, at the option of the Administrative Agent and the Secured Parties, shall be registered in the name of the Administrative Collateral Agent or its nominee, and the Administrative Collateral Agent or its nominee may thereafter exercise (A) all voting, corporate and other rights pertaining to such Investment Property, or such Partnership/LLC Interests at any meeting of shareholders, partners or members of the relevant Issuers or otherwise Issuers, and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Investment Property or such 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 Investment Property or any and all Partnership/LLC Interests issued upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate, partnership or limited liability company structure of any Issuer that is a Grantor (other than Imation) or a Pledged Foreign Subsidiary the Company or upon the exercise by any the Grantor or the Administrative Collateral Agent of any right, privilege or option pertaining to such Investment Property or such Partnership/LLC InterestsProperty, and in connection therewith, the right to deposit and deliver any and all of such the Investment Property or any and all of such Partnership/LLC Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Collateral Agent may determine), all without liability except to account for property actually received by it; but the Administrative Collateral Agent shall have no duty to any the Grantor to exercise any such right, privilege or option and the Administrative Collateral Agent and the other Secured Parties shall not be responsible for any failure to do so or delay in so doing. In furtherance thereof, each the Grantor hereby authorizes and instructs each Issuer (i) that is a Grantor (other than Imation) or a Pledged Foreign Subsidiary with respect to any Collateral consisting of Investment Property and Partnership/LLC Interests of such Issuer to (i) comply with any instruction received by it from the Administrative Collateral Agent in writing that (A) states that an Event of Default has occurred and is continuing continuing, and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such the Grantor, and each the Grantor agrees that each Issuer Company shall be fully protected in so complying following receipt of such notice and prior to notice that such Event of Default is no longer continuingcomplying, and (ii) except as otherwise expressly permitted hereby and solely during a Cash Dominion Trigger Periodhereby, to pay any cash dividends, distributions or other payments with respect to any Investment Property, or Partnership/LLC Interests issued by such Issuer Property directly to the Dominion Account or such other Controlled Depositary as the Administrative Agent may direct; andCollateral Agent;
(ii5) the Administrative Collateral Agent shall be entitled to (but shall not be required toto or have any liability for failing to do so): (A) proceed to perform any and all obligations of the applicable Grantor under any Material Contract and exercise all rights of such the Grantor thereunder (other than taking any action which might reasonably be deemed to impair the prospect of collecting present or future Accounts) as fully as such the Grantor itself could, (B) do all other acts which the Administrative Collateral Agent may deem necessary or proper to protect its Security Interest Interests granted hereunder, provided such acts are not inconsistent with or in violation of the terms of any of the Credit Agreement, of the other Loan Documents Purchase Agreement or applicable Applicable Law, and (C) sell, assign or otherwise transfer any Material Contract in accordance with the Credit Agreement, the other Loan Documents and applicable Lawconstituting Collateral, subject, however, to the prior approval of each other party to such Material Contract, to the extent required under the Material Contract.;
(iii6) The Administrative the Collateral Agent shall be entitled to notify any or all depository institutions with which any Deposit Accounts are maintained and which Deposit Accounts are subject to Control in favor of the Collateral Agent to remit and transfer all monies, securities and other property on deposit in such Deposit Accounts or deposited or received for deposit thereafter to the Collateral Agent, for deposit in a Collateral Account or such other accounts as may be designated by the Collateral Agent, for application to the Obligations as provided herein;
(7) the Collateral Agent may (but is hereby granted an irrevocable, non-exclusive license or other right to use, license or sub-license (without payment of royalty or other compensation to any Personnot obligated to) of transfer any or all Intellectual Property registered in the name of each Grantor, computer hardware any Grantor at the United States Patent and software, trade secrets, brochures, customer lists, promotional and advertising materials, labels, packaging materials and other Property, in advertising for sale, marketing, selling, collecting, completing manufacture of, Trademark Office and/or Copyright Office into the name of the Collateral Agent or otherwise exercising any rights designee or remedies with respect to, any purchaser of any Collateral; provided that the Administrative Agent shall not be entitled to exercise its rights under any such license, sub-license or right to use until such time as the Administrative Agent shall have received consent or direction from the Required Lenders pursuant to Section 8.02(d) of the Credit Agreement.
(dii) Unless an Event of Default shall have occurred and be continuing and the Administrative Collateral Agent shall have given notice to the relevant Grantor of the Administrative Collateral Agent’s intent to exercise its corresponding rights pursuant to Section 5.2(b8(b)(i), each the Grantor shall be permitted to receive all cash dividends, payments or other distributions made in respect of any Investment Property and any Partnership/LLC InterestsProperty, in each case paid in the Ordinary Course normal course of Business business of the relevant Company and consistent with past practice, to the extent permitted in the Credit Purchase Agreement, and to exercise all voting and other corporate, company and or partnership rights with respect to any Investment Property and Partnership/LLC InterestsProperty; provided that, that no vote shall be cast or other corporate, company and or partnership right exercised or other action taken which, in the Administrative Collateral Agent’s reasonable judgment, would impair the Collateral in any material respect or which would result in a Default or an Event of Default under any provision of the Credit Purchase Agreement, this Agreement or any other Loan Transaction Document.
Appears in 1 contract
Samples: Security Agreement (Power Medical Interventions, Inc.)
Specific Remedies. (a) During any period other than a Cash Dominion Trigger Period and subject to the terms of the Credit Agreement, the Administrative The Collateral Agent hereby authorizes each Grantor to collect such Grantor’s Accounts in the Ordinary Course ordinary course of Businessits business; provided that, the Collateral Agent may curtail or terminate such authority at any time after the occurrence and during the continuance of an Event of Default.
(b) During a Cash Dominion Trigger PeriodUpon the occurrence and during the continuance of an Event of Default:
(i) the Collateral Agent may communicate with Account Debtors of any Account subject to a Security Interest and, upon the request of the Administrative Collateral Agent, each Grantor shall notify (such notice to be in form and substance satisfactory to the Administrative Collateral Agent) its Account Debtors and parties to the Material Contracts subject to a Security Interest that such Accounts and the Material Contracts have been assigned to the Administrative Collateral Agent, for the ratable benefit of the Secured Parties;
(ii) upon if requested by the request of the Administrative Collateral Agent, each Grantor shall forward to the Administrative Collateral Agent, on the last Business Day of each week, deposit slips related to all cash, money, checks or any other similar items of payment received by the Grantor during such week, and and, if requested by the Collateral Agent, copies of such checks or any other similar items of payment, together with a statement showing the application of all payments on the Collateral during such week and a collection report with regard thereto, in form and substance satisfactory to the Administrative Collateral Agent;
(iii) the Administrative Collateral Agent may deliver such notices and instructions in accordance with control agreements Control Agreements covering Deposit Accounts (other than Excluded Accounts) and/or Securities Accounts. (Prior to the occurrence and continuance of a Trigger Event, the Collateral Agent may not deliver any notices or instructions in accordance with the Control Agreements covering Deposit Accounts and/or Securities Accounts) In addition, whenever any Grantor shall receive any cash, money, checks or any other similar items of payment relating to any Collateral (including any Proceeds of any Collateral), subject to the terms of any Permitted Liens, such Grantor agrees that it will, within one (1) Business Day of such receipt, deposit all such items of payment into the Dominion AccountCollateral Account or in a Deposit Account at a Controlled Depositary, and until such Grantor shall deposit such cash, money, checks or any other similar items of payment in the Dominion AccountCollateral Account or in a Deposit Account at a Controlled Depositary, such Grantor shall hold such cash, money, checks or any other similar items of payment in trust for the Secured Parties and as property of the Secured Parties, separate from the other funds of such Grantor, and the Administrative Collateral Agent shall have the right to transfer or direct the transfer of the balance of each Deposit Account (other than an Excluded Deposit Account) to the Dominion Collateral Account. All such Collateral and Proceeds of Collateral received by the Administrative Collateral Agent hereunder shall be held by the Administrative Collateral Agent in the Dominion Collateral Account as collateral security for all the Secured Obligations and shall not constitute payment thereof until applied as provided in Section 5.4;
(c) After the occurrence and during the continuance of an Event of Default:
(iiv) the Administrative Collateral Agent shall have the right to receive any and all cash dividends, payments or distributions other Distributions made in respect of any Investment Property, any Partnership/LLC Interests or any other Proceeds paid in respect of any Investment Property or any Partnership/LLC Interests, and any or all of any Investment Property that is included as Collateral or any Partnership/LLC Interests that are Pledged Capital Stock may, at the option of the Administrative Agent and the Secured Parties, shall be registered in the name of the Administrative Collateral Agent or its nominee, and the Administrative Collateral Agent or its nominee may thereafter exercise (A) all voting, corporate and other rights pertaining to such Investment Property, Property or such Partnership/LLC Interests at any meeting of shareholders, partners or members of the relevant Issuers or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Investment Property or such Partnership/LLC Interests as if it were the absolute owner thereof (including, without limitation, the right (but not the obligation) to exchange at its discretion any and all of the Investment Property or any and all of the Partnership/LLC Interests issued upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate, partnership or limited liability company structure of any Issuer that is a Grantor (other than Imation) or a Pledged Foreign Subsidiary or upon the exercise by any Grantor or the Administrative Collateral Agent of any right, privilege or option pertaining to such Investment Property or such Partnership/LLC Interests, and in connection therewith, the right to deposit and deliver any and all of such the Investment Property or any and all of such the Partnership/LLC Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Collateral Agent may determine), all without liability except to account for property actually received by it; but the Administrative Collateral Agent shall have no duty to any Grantor to exercise any such right, privilege or option and the Administrative Collateral Agent and the other Secured Parties shall not be responsible for any failure to do so or delay in so doing. In furtherance thereof, each Grantor hereby authorizes and instructs each Issuer (i) that is a Grantor (other than Imation) or a Pledged Foreign Subsidiary with respect to any Collateral consisting of Investment Property and Partnership/LLC Interests of such Issuer to (i) comply with any instruction received by it from the Administrative Collateral Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying following receipt of such notice and prior to notice that such Event of Default is no longer continuing, and (ii) except as otherwise expressly permitted hereby and solely during a Cash Dominion Trigger Periodhereby, to pay any cash dividends, distributions payments or other payments Distributions with respect to any Investment Property, Property or any Partnership/LLC Interests issued by such Issuer directly to the Dominion Account or such other Controlled Depositary as the Administrative Agent may direct; andCollateral Agent;
(iiv) the Administrative Collateral Agent shall be entitled to (but shall not be required to): (A) proceed to perform any and all obligations of the applicable Grantor under any Material Contract and exercise all rights of such Grantor thereunder as fully as such Grantor itself could, (B) do all other acts which the Administrative Collateral Agent may deem necessary or proper to protect its Security Interest granted hereunder; provided, provided that such acts are not inconsistent with or in violation of the terms of any of the Credit AgreementIndenture, of the other Loan Indenture Documents or applicable Applicable Law, and (C) sell, assign or otherwise transfer any Material Contract in accordance with the Credit AgreementIndenture, the other Loan Indenture Documents and applicable Applicable Law, subject, however, to the prior approval of each other party to such Material Contract, to the extent required under the Material Contract.; and
(iii) The Administrative Agent is hereby granted an irrevocable, non-exclusive license or other right to use, license or sub-license (without payment of royalty or other compensation to any Person) of any or all Intellectual Property of each Grantor, computer hardware and software, trade secrets, brochures, customer lists, promotional and advertising materials, labels, packaging materials and other Property, in advertising for sale, marketing, selling, collecting, completing manufacture of, or otherwise exercising any rights or remedies with respect to, any Collateral; provided that the Administrative Agent shall not be entitled to exercise its rights under any such license, sub-license or right to use until such time as the Administrative Agent shall have received consent or direction from the Required Lenders pursuant to Section 8.02(d) of the Credit Agreement.
(dc) Unless an Event of Default shall have occurred and be continuing and the Administrative Collateral Agent shall have given notice to the relevant Grantor of the Administrative Collateral Agent’s intent to exercise its corresponding rights pursuant to Section 5.2(b), each Grantor shall be permitted to receive all cash dividends, payments or other distributions Distributions made in respect of any Investment Property and any Partnership/LLC Interests, in each case paid in the Ordinary Course of Business to the extent permitted in the Credit AgreementIndenture, and to exercise all voting and other corporate, company and partnership rights with respect to any Investment Property and any Partnership/LLC Interests; provided that, no vote shall be cast or other corporate, company and partnership right exercised or other action taken which, in the Administrative Agent’s reasonable judgment, would impair the Collateral in any material respect or which would result in a Default or Event of Default under any provision violation of the Credit AgreementIndenture, this Agreement or any other Loan Indenture Document.
Appears in 1 contract
Samples: Security Agreement (Broadview Networks Holdings Inc)
Specific Remedies. (a) During any period other than a Cash Dominion Trigger Period and subject to the terms of the Credit Agreement, the The Administrative Agent hereby authorizes each may prohibit any Grantor to collect from collecting such Grantor’s Accounts in at any time after the Ordinary Course occurrence and during the continuance of Businessan Event of Default.
(b) During a Cash Dominion Trigger PeriodUpon the occurrence and during the continuance of an Event of Default:
(i) the Administrative Agent may communicate with Account Debtors of any Account subject to a Security Interest and, upon the request of the Administrative Agent, each Grantor shall notify (such notice to be in form and substance satisfactory to the Administrative Agent) its Account Debtors and parties to the Material Contracts subject to a Security Interest that such Accounts and the Material Contracts have been assigned to the Administrative Agent, for the ratable benefit of the Secured Parties;
(ii) upon the request of the Administrative Agent, each Grantor shall forward to the Administrative Agent, on the last Business Day of each week, deposit slips related to all cash, money, checks or any other similar items of payment received by the Grantor during such week, and copies of such checks or any other similar items of payment, together with a statement showing the application of all payments on the Collateral during such week and a collection report with regard thereto, in form and substance satisfactory to the Administrative Agent;
(iii) the Administrative Agent may deliver such notices and instructions in accordance with control agreements covering Deposit Accounts (other than Excluded Accounts) and/or Securities Accounts. In addition, at the request of the Administrative Agent, whenever any Grantor shall receive any cash, money, checks or any other similar items of payment relating to any Collateral (including any Proceeds of any Collateral), subject to the terms of any Permitted LiensLiens permitted by Section 7.02 of the Credit Agreement, such Grantor agrees that it will, within one (1) Business Day of such receipt, deposit all such items of payment into a cash collateral account at the Dominion Administrative Agent (the “Collateral Account”) or in a Deposit Account (other than an Excluded Deposit Account) at a Controlled Depositary, and until such Grantor shall deposit such cash, money, checks or any other similar items of payment in the Dominion Collateral Account or in a Deposit Account (other than an Excluded Deposit Account) at a Controlled Depositary, such Grantor shall hold such cash, money, checks or any other similar items of payment in trust for the Secured Parties and as property of the Secured Parties, separate from the other funds of such Grantor, and the Administrative Agent shall have the right to transfer or direct the transfer of the balance of each Deposit Account (other than an Excluded Deposit Account) to the Dominion Collateral Account. All such Collateral and Proceeds of Collateral received by the Administrative Agent hereunder shall be held by the Administrative Agent in the Dominion Collateral Account as collateral security for all the Secured Obligations and shall not constitute payment thereof until applied as provided in Section 5.45.5;
(c) After the occurrence and during the continuance of an Event of Default:
(iiv) the Administrative Agent shall have the right to receive any and all cash dividends, payments or distributions made in respect of any Investment Property, any Partnership/LLC Interests or any other Proceeds paid in respect of any Investment Property or any Partnership/LLC Interests, and any or all of any Investment Property that is included as Collateral or any Partnership/LLC Interests that are Pledged Capital Stock may, at the option of the Administrative Agent and the Secured Parties, be registered in the name of the Administrative Agent or its nominee; provided that the Administrative Agent shall endeavor to provide concurrent notice to the Grantor that owns such collateral; provided, further, that failure by the Administrative Agent to provide such notice shall not be deemed a breach of this Agreement and shall not prejudice any right or remedies that the Administrative Agent may have under or in connection with this Agreement or under applicable Law; and the Administrative Agent or its nominee may thereafter exercise (A) all voting, corporate and other rights pertaining to such Investment Property, or such Partnership/LLC Interests at any meeting of shareholders, partners or members of the relevant Issuers or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Investment Property or such 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 Investment Property or any and all of the Partnership/LLC Interests issued upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate, partnership or limited liability company structure of any Issuer that is a Grantor (other than Imation) or a Pledged Foreign Subsidiary or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such the Investment Property or such the Partnership/LLC Interests, and in connection therewith, the right to deposit and deliver any and all of such Investment Property or any and all of such Partnership/LLC Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it; but the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and the Administrative Agent and the other Secured Parties shall not be responsible for any failure to do so or delay in so doing. In furtherance thereof, each Grantor hereby authorizes and instructs each Issuer (i) that is a Grantor (other than Imation) or a Pledged Foreign Subsidiary with respect to any Collateral consisting of Investment Property and Partnership/LLC Interests of such Issuer 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 Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying following receipt of such notice and prior to notice that such Event of Default is no longer continuing, and (ii) except as otherwise expressly permitted hereby and solely upon the occurrence and during a Cash Dominion Trigger Periodthe continuance of an Event of Default at the request of the Administrative Agent, to pay any cash dividends, distributions or other payments with respect to any Investment Property, or any Partnership/LLC Interests issued by such Issuer directly to the Dominion Account or such other Controlled Depositary as the Administrative Agent may direct; andAgent;
(iiv) the Administrative Agent shall be entitled to (but shall not be required to): (A) proceed to perform any and to)do all obligations of the applicable Grantor under any Material Contract and exercise all rights of such Grantor thereunder as fully as such Grantor itself could, (B) do all other acts which the Administrative Agent may deem necessary or proper to protect its Security Interest granted hereunder, provided such acts are not inconsistent with or in violation of the terms of any of the Credit Agreement, of the other Loan Documents or applicable Law, and (C) sell, assign or otherwise transfer any Material Contract in accordance with the Credit Agreement, the other Loan Documents and applicable Law, subject, however, to the prior approval of each other party to such Material Contract, to the extent required under the Material Contract.; and
(iiivi) The the Administrative Agent is hereby granted an irrevocable, non-exclusive license or other right to use, license or sub-license (without payment of royalty or other compensation to any Person) of any or all Intellectual Property of each Grantor, computer hardware and software, trade secrets, brochures, customer lists, promotional and advertising materials, labels, packaging materials and other Property, in advertising for sale, marketing, selling, collecting, completing manufacture of, or otherwise exercising any rights or remedies with respect to, any Collateral; provided that the Administrative Agent shall not be entitled to exercise its rights under any such license, sub-license or right to use until such time as the Administrative Agent shall have received consent or direction from the Required Lenders pursuant to Section 8.02(d) of the Credit Agreement.
(dc) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 5.2(b), each Grantor shall be permitted to receive all cash dividends, payments or other distributions made in respect of any Investment Property and any Partnership/LLC Interests, in each case paid in the Ordinary Course of Business to the extent permitted in the Credit Agreement, and to exercise all voting and other corporate, company and partnership rights with respect to any Investment Property and Partnership/LLC Interests; provided that, no vote shall be cast or other corporate, company and partnership right exercised or other action taken which, in the Administrative Agent’s reasonable judgment, would impair the Collateral in any material respect or which would result in a Default or Event of Default under any provision of the Credit Agreement, this Agreement or any other Loan Document.
Appears in 1 contract
Samples: Collateral Agreement (Heartland Payment Systems Inc)
Specific Remedies. (a) During any period other than a Cash Dominion Trigger Period and subject to the terms of the Credit Agreement, the The Administrative Agent hereby authorizes each Grantor to collect such Grantor’s Accounts in the Ordinary Course ordinary course of Businessits business; provided that, the Administrative Agent may curtail or terminate such authority at any time after the occurrence and during the continuance of an Event of Default.
(b) During a Cash Dominion Trigger PeriodUpon the occurrence and during the continuance of an Event of Default:
(i) the Administrative Agent may communicate with Account Debtors of any Account subject to a Security Interest and, upon the request of the Administrative Agent, each Grantor shall notify (such notice to be in form and substance satisfactory to the Administrative Agent) its Account Debtors and parties to the Material Contracts subject to a Security Interest that such Accounts and the Material Contracts have been assigned to the Administrative Agent, for the ratable benefit of the Secured Parties;
(ii) upon the request of the Administrative Agent, each Grantor shall forward to the Administrative Agent, on the last Business Day of each week, deposit slips related to all cash, money, checks or any other similar items of payment received by the Grantor during such week, and copies of such checks or any other similar items of payment, together with a statement showing the application of all payments on the Collateral during such week and a collection report with regard thereto, in form and substance satisfactory to the Administrative Agent;
(iii) the Administrative Agent may deliver such notices and instructions in accordance with control agreements covering Deposit Accounts (other than Excluded Accounts) and/or Securities Accounts. In addition, at the request of the Administrative Agent, whenever any Grantor shall receive any cash, money, checks or any other similar items of payment relating to any Collateral (including any Proceeds of any Collateral), subject to the terms of any Permitted Liens, such Grantor agrees that it will, within one (1) Business Day of such receipt, deposit all such items of payment into a cash collateral account at the Dominion Administrative Agent (the “Collateral Account”) or in a Deposit Account (other than an Excluded Deposit Account) at a Controlled Depositary, and until such Grantor shall deposit such cash, money, checks or any other similar items of payment in the Dominion Collateral Account or in a Deposit Account (other than an Excluded Deposit Account) at a Controlled Depositary, such Grantor shall hold such cash, money, checks or any other similar items of payment in trust for the Secured Parties and as property of the Secured Parties, separate from the other funds of such Grantor, and the Administrative Agent shall have the right to transfer or direct the transfer of the balance of each Deposit Account (other than an Excluded Deposit Account) to the Dominion Collateral Account. All such Collateral and Proceeds of Collateral received by the Administrative Agent hereunder shall be held by the Administrative Agent in the Dominion Collateral Account as collateral security for all the Secured Obligations and shall not constitute payment thereof until applied as provided in Section 5.4;
(c) After the occurrence and during the continuance of an Event of Default:
(iiv) the Administrative Agent shall have the right to receive any and all cash dividends, payments or distributions made in respect of any Investment Property, any Partnership/LLC Interests or any other Proceeds paid in respect of any Investment Property or any Partnership/LLC Interests, and any or all of any Investment Property that is included as Collateral or any Partnership/LLC Interests that are Pledged Capital Stock may, at the option of the Administrative Agent and the Secured PartiesLenders, 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 Investment Property, Property or such Partnership/LLC Interests at any meeting of shareholders, partners or members of the relevant Issuers or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Investment Property or such 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 Investment Property or any and all of the Partnership/LLC Interests issued upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate, partnership or limited liability company structure of any Issuer that is a Grantor (other than Imation) or a Pledged Foreign Subsidiary or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Investment Property or such Partnership/LLC Interests, and in connection therewith, the right to deposit and deliver any and all of such the Investment Property or any and all of such the Partnership/LLC Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it; but the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and the Administrative Agent and the other Secured Parties shall not be responsible for any failure to do so or delay in so doing. In furtherance thereof, each Grantor hereby authorizes and instructs each Issuer (i) that is a Grantor (other than Imation) or a Pledged Foreign Subsidiary with respect to any Collateral consisting of Investment Property and Partnership/LLC Interests of such Issuer 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 Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying following receipt of such notice and prior to notice that such Event of Default is no longer continuing, and (ii) except as otherwise expressly permitted hereby and solely during a Cash Dominion Trigger Periodhereby, to pay any cash dividends, distributions or other payments with respect to any Investment Property, or any Partnership/LLC Interests issued by such Issuer directly to the Dominion Account or such other Controlled Depositary as the Administrative Agent may directAgent; and
(iiv) the Administrative Agent shall be entitled to (but shall not be required to): (A) proceed to perform any and all obligations of the applicable Grantor under any Material Contract and exercise all rights of such Grantor thereunder as fully as such Grantor itself could, (B) do all other acts which the Administrative Agent may deem necessary or proper to protect its Security Interest granted hereunder, provided such acts are not inconsistent with or in violation of the terms of any of the Credit Agreement, of the other Loan Documents or applicable Law, and (C) sell, assign or otherwise transfer any Material Contract in accordance with the Credit Agreement, the other Loan Documents and applicable Law, subject, however, to the prior approval of each other party to such Material Contract, to the extent required under the Material Contract.
(iii) The Administrative Agent is hereby granted an irrevocable, non-exclusive license or other right to use, license or sub-license (without payment of royalty or other compensation to any Person) of any or all Intellectual Property of each Grantor, computer hardware and software, trade secrets, brochures, customer lists, promotional and advertising materials, labels, packaging materials and other Property, in advertising for sale, marketing, selling, collecting, completing manufacture of, or otherwise exercising any rights or remedies with respect to, any Collateral; provided that the Administrative Agent shall not be entitled to exercise its rights under any such license, sub-license or right to use until such time as the Administrative Agent shall have received consent or direction from the Required Lenders pursuant to Section 8.02(d) of the Credit Agreement.
(dc) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 5.2(b), each Grantor shall be permitted to receive all cash dividends, payments or other distributions made in respect of any Investment Property and any Partnership/LLC Interests, in each case paid in the Ordinary Course of Business to the extent permitted in the Credit Agreement, and to exercise all voting and other corporate, company and partnership rights with respect to any Investment Property and any Partnership/LLC Interests; provided that, no vote shall be cast or other corporate, company and partnership right exercised or other action taken which, in the Administrative Agent’s reasonable judgment, would impair the Collateral in any material respect or which would result in a Default or Event of Default under any provision of the Credit Agreement, this Agreement or any other Loan Document.
Appears in 1 contract
Samples: Credit Agreement (Diamond Foods Inc)
Specific Remedies. (a) During any period other than a Cash Dominion Trigger Period Upon the occurrence and subject to during the terms continuation of the Credit Agreement, the Administrative Agent hereby authorizes each Grantor to collect such Grantor’s Accounts in the Ordinary Course an Event of Business.
(b) During a Cash Dominion Trigger PeriodDefault:
(i) the Administrative Agent may communicate with Account Debtors of any Account subject to a Security Interest and upon the request of the Administrative Agent, each Grantor shall notify (such notice to be in form and substance reasonably satisfactory to the Administrative Agent) its Account Debtors and parties to the Material Contracts subject to a Security Interest that such Accounts and the Material Contracts have been assigned to the Administrative Agent, for the ratable benefit of the Secured Parties;
(ii) upon the request of the Administrative Agent, each Grantor shall forward to the Administrative Agent, on the last Business Day of each week, deposit slips related to all cash, money, checks or any other similar items of payment received by the Grantor during such week, and copies of such checks or any other similar items of payment, together with a statement showing the application of all payments on the Collateral during such week and a collection report with regard thereto, in form and substance satisfactory to the Administrative Agent;
(iii) the Administrative Agent may deliver such notices and instructions in accordance with control agreements covering Deposit Accounts (other than Excluded Accounts) and/or Securities Accounts. In addition, whenever any Grantor shall receive any cash, money, checks or any other similar items of payment relating to any Collateral (including any Proceeds of any Collateral), subject to the terms of any Permitted Liens, such Grantor agrees that it will, within one (1) Business Day of such receipt, deposit all such items of payment into a cash collateral account at the Dominion Administrative Agent (the “Collateral Account”) or in a Deposit Account (other than an Excluded Deposit Account) at a Controlled Depositary, and until such Grantor shall deposit such cash, money, checks or any other similar items of payment in the Dominion Collateral Account or in a Deposit Account (other than an Excluded Deposit Account) at a Controlled Depositary, such Grantor shall hold such cash, money, checks or any other similar items of payment in trust for the Administrative Agent and the other Secured Parties and as property of the Secured Parties, separate from the other funds of such Grantor, and the Administrative Agent shall have the right in to transfer or direct the transfer of the balance of each Deposit Account (other than an Excluded Deposit Account) to the Dominion Collateral Account. All such Collateral and Proceeds of Collateral received by the Administrative Agent hereunder shall be held by the Administrative Agent in the Dominion Collateral Account as collateral security for all of the Secured Obligations and shall not constitute payment thereof until applied as provided in Section 5.45.3;
(c) After the occurrence and during the continuance of an Event of Default:
(iiii) the Administrative Agent shall have the right to receive any and all cash dividends, payments or distributions made in respect of any Collateral constituting Investment Property, any Property or Partnership/LLC Interests or any other Proceeds paid in respect of any such Investment Property or any Partnership/LLC Interests, and any or all of any such Investment Property that is included as Collateral or any Partnership/LLC Interests that are Pledged Capital Stock may, at the option of the Administrative Agent and the other Secured Parties, 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 Investment Property, Property or any such Partnership/LLC Interests at any meeting of shareholders, partners or members of the relevant Issuers or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Investment Property or such 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 such Investment Property or any and all Partnership/LLC Interests issued upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate, partnership or limited liability company structure of any Issuer that is a Grantor (other than Imation) or a Pledged Foreign Subsidiary or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Investment Property or such Partnership/LLC Interests, and in connection therewith, the right to deposit and deliver any and all of such Investment Property or any and all of such Partnership/LLC Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it; , but the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and the Administrative Agent and the other Secured Parties shall not be responsible for any failure to do so or delay in so doing. In furtherance thereof, each Grantor hereby authorizes and instructs each Issuer (i) that is a Grantor (other than Imation) or a Pledged Foreign Subsidiary with respect to any Collateral consisting of Investment Property and Partnership/LLC Interests of such Issuer 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 Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying following receipt of such notice and prior to notice that such Event of Default is no longer continuing, and (ii) except as otherwise expressly permitted hereby and solely during a Cash Dominion Trigger Periodhereby, to pay any cash dividends, distributions or other payments with respect to any Investment Property, Property or Partnership/LLC Interests issued by such Issuer directly to the Dominion Account or such other Controlled Depositary as the Administrative Agent may directAgent; and
(iiiv) the Administrative Agent shall be entitled to (but shall not be required to): (A) proceed to perform any and all obligations of the applicable Grantor under any Material Contract constituting Collateral and exercise all rights of such Grantor thereunder as fully as such Grantor itself could, (B) do all other acts which the Administrative Agent may deem necessary or proper to protect its Security Interest granted hereunder, provided such acts are not inconsistent with or in violation of the terms of any of the Credit Agreement, of the other Loan Documents or applicable Applicable Law, and (C) sell, assign or otherwise transfer any Material Contract constituting Collateral in accordance with the Credit Agreement, the other Loan Documents and applicable Applicable Law, subject, however, to the prior approval of each other party to such Material Contract, Contract to the extent required under the Material Contract.
(iii) The Administrative Agent is hereby granted an irrevocable, non-exclusive license or other right to use, license or sub-license (without payment of royalty or other compensation to any Person) of any or all Intellectual Property of each Grantor, computer hardware and software, trade secrets, brochures, customer lists, promotional and advertising materials, labels, packaging materials and other Property, in advertising for sale, marketing, selling, collecting, completing manufacture of, or otherwise exercising any rights or remedies with respect to, any Collateral; provided that the Administrative Agent shall not be entitled to exercise its rights under any such license, sub-license or right to use until such time as the Administrative Agent shall have received consent or direction from the Required Lenders pursuant to Section 8.02(d) of the Credit Agreement.
(db) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given written notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 5.2(b5.2(a), each Grantor shall be permitted to receive all cash dividends, payments or other distributions made in respect of any Investment Property and any Partnership/LLC Interests, in each case paid in the Ordinary Course of Business to the extent permitted in the Credit Agreement, and to exercise all voting and other corporate, company and partnership rights with respect to any Investment Property and Partnership/LLC Interests; provided that, no vote shall be cast or other corporate, company and partnership right exercised or other action taken which, in the Administrative Agent’s reasonable judgment, would impair the Collateral in any material respect or which would result in a Default or Event of Default under any provision of the Credit Agreement, this Agreement or any other Loan Document.
Appears in 1 contract
Specific Remedies. (a) During any period other than a Cash Dominion Trigger Period and subject to the terms of the Credit Agreement, the The Administrative Agent hereby authorizes each Grantor to collect such Grantor’s Accounts Accounts, under the Administrative Agent’s direction and control or as otherwise provided in this Agreement; provided that, the Ordinary Course Administrative Agent may curtail or terminate such authority at any time after the occurrence and during the continuance of Businessan Event of Default.
(b) During a Cash Dominion Trigger PeriodUpon the occurrence and during the continuance of an Event of Default:
(i) the Administrative Agent may communicate with Account Debtors of any Account subject to a Security Interest and upon the request of the Administrative Agent, each Grantor shall notify (such notice to be in form and substance reasonably satisfactory to the Administrative Agent) its Account Debtors and parties to the Material Contracts subject to a Security Interest that such Accounts and the Material Contracts have been assigned to the Administrative Agent, for the ratable benefit of itself and the other Secured Parties;
(ii) upon the request of the Administrative Agent, each Grantor shall forward to the Administrative Agent, on the last Business Day of each week, deposit slips related to all cash, money, checks or any other similar items of payment received by the Grantor during such week, and and, if requested by the Administrative Agent, copies of such checks or any other similar items of payment, together with a statement showing the application of all payments on the Collateral during such week and a collection report with regard thereto, in form and substance reasonably satisfactory to the Administrative Agent;
(iii) the Administrative Agent may deliver such notices and instructions in accordance with control agreements covering Deposit Accounts (other than Excluded Accounts) and/or Securities Accounts. In addition, whenever any Grantor shall receive any cash, money, checks or any other similar items of payment relating to any Collateral (including any Proceeds of any Collateral), subject to the terms of any Permitted Liens, such Grantor agrees that it will, within one (1) Business Day of such receipt, deposit all such items of payment into the Dominion AccountCollateral Account or in a Deposit Account at a Controlled Depositary, and until such Grantor shall deposit such cash, money, checks or any other similar items of payment in the Dominion AccountCollateral Account or in a Deposit Account at a Controlled Depositary, such Grantor shall hold such cash, money, checks or any other similar items of payment in trust for the Administrative Agent and the other Secured Parties and as property of the Administrative Agent and the other Secured Parties, separate from the other funds of such Grantor, and the Administrative Agent shall have the right to transfer or direct the transfer of the balance of each Deposit Account (other than an Excluded Deposit Account) to the Dominion Collateral Account. All such Collateral and Proceeds of Collateral received by the Administrative Agent hereunder shall be held by the Administrative Agent in the Dominion Collateral Account as collateral security for all the Secured Obligations and shall not constitute payment thereof until applied as provided in Section 5.4;
(c) After the occurrence and during the continuance of an Event of Default:
(iiv) the Administrative Agent shall have the right to receive any and all cash dividends, payments or distributions made in respect of any Investment Property, any Property or Partnership/LLC Interests or any other Proceeds paid in respect of any Investment Property or any Partnership/LLC Interests, and any or all of any Investment Property that is included as Collateral or any Partnership/LLC Interests that are Pledged Capital Stock mayshall, at the option of if so directed by the Administrative Agent and the Secured PartiesAgent, 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 Investment Property, Property or such Partnership/LLC Interests at any meeting of shareholders, partners or members of the relevant Issuers or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Investment Property or such 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 Investment Property or any and all Partnership/LLC Interests issued upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate, partnership or limited liability company structure of any Issuer that is a Grantor (other than Imation) or a Pledged Foreign Subsidiary or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Investment Property or such Partnership/LLC Interests, and in connection therewith, the right to deposit and deliver any and all of such the Investment Property or any and all of such Partnership/LLC Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it; but the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and the Administrative Agent and the other Secured Parties shall not be responsible for any failure to do so or delay in so doing. In furtherance thereof, each Grantor hereby authorizes and instructs each Issuer (i) that is a Grantor (other than Imation) or a Pledged Foreign Subsidiary with respect to any Collateral consisting of Investment Property and Partnership/LLC Interests of such Issuer 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 Agreement, without any other or further instructions from such Grantor, and each Grantor hereby agrees that each Issuer shall be fully protected in so complying following receipt of such notice and prior to notice that such Event of Default is no longer continuingcomplying, and (ii) except as otherwise expressly permitted hereby and solely during a Cash Dominion Trigger Periodhereby, to pay any cash dividends, distributions or other payments with respect to any Investment Property, Property or Partnership/LLC Interests issued by such Issuer directly to the Dominion Account or such other Controlled Depositary as the Administrative Agent may directAgent; and
(iiv) the Administrative Agent shall be entitled to (but shall not be required to): (A) proceed to perform any and all obligations of the applicable Grantor under any Material Contract and exercise all rights of such Grantor thereunder as fully as such Grantor itself could, (B) do all other acts which the Administrative Agent may deem necessary or proper to protect its Security Interest granted hereunder, provided that such acts are not inconsistent with with, or in violation of of, the terms of any of the Credit Agreement, of the Agreement or any other Loan Documents or applicable Applicable Law, and (C) sell, assign or otherwise transfer any Material Contract in accordance with the Credit Agreement, the other Loan Documents and applicable Applicable Law, subject, however, to the prior approval of each other party to such Material Contract, to the extent required under the Material Contract.; and
(iii) The Administrative Agent is hereby granted an irrevocable, non-exclusive license or other right to use, license or sub-license (without payment of royalty or other compensation to any Person) of any or all Intellectual Property of each Grantor, computer hardware and software, trade secrets, brochures, customer lists, promotional and advertising materials, labels, packaging materials and other Property, in advertising for sale, marketing, selling, collecting, completing manufacture of, or otherwise exercising any rights or remedies with respect to, any Collateral; provided that the Administrative Agent shall not be entitled to exercise its rights under any such license, sub-license or right to use until such time as the Administrative Agent shall have received consent or direction from the Required Lenders pursuant to Section 8.02(d) of the Credit Agreement.
(dc) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 5.2(b), each Grantor shall be permitted to receive all cash dividends, payments or other distributions made in respect of any Investment Property and any Partnership/LLC Interests, in each case paid in the Ordinary Course normal course of Business business of the relevant Issuer and consistent with past practice, to the extent permitted in the Credit Agreement, and to exercise all voting and other corporate, company and partnership rights with respect to any Investment Property and Partnership/LLC Interests; provided that, no vote shall be cast or other corporate, company and partnership right exercised or other action taken which, in the Administrative Agent’s reasonable judgment, would impair the Collateral in any material respect or which would result in a Default or Event of Default a default under any provision of the Credit any Secured Hedging Agreement, this Agreement or any other Loan Document.
Appears in 1 contract
Samples: Credit Agreement (Geo Group Inc)
Specific Remedies. (a) During any period other than a Cash Dominion Trigger Period and subject to the terms of the Credit Agreement, the The Administrative Agent hereby authorizes each Grantor to collect its Accounts, under the Administrative Agent's direction and control; provided that, the Administrative Agent may curtail or terminate such Grantor’s Accounts in authority at any time after the Ordinary Course occurrence and during the continuance of Businessan Event of Default.
(b) During a Cash Dominion Trigger PeriodUpon the occurrence and during the continuance of an Event of Default:
(i) the Administrative Agent may communicate with Account Debtors of any Account subject to a Security Interest and upon the request of the Administrative Agent, each Grantor shall notify (such notice to be in form and substance satisfactory to the Administrative Agent) its Account Debtors and parties to the Material Contracts subject to a Security Interest that such Accounts and the Material Contracts have been assigned to the Administrative Agent, for the ratable benefit of itself and the Secured PartiesLenders;
(ii) upon the request of the Administrative Agent, each Grantor shall forward to the Administrative Agent, on the last Business Day of each week, deposit slips related to all cash, money, checks or any other similar items of payment received by the such Grantor during such week, and and, if requested by the Administrative Agent, copies of such checks or any other similar items of payment, together with a statement showing the application of all payments on the Collateral during such week and a collection report with regard thereto, in form and substance satisfactory to the Administrative Agent;
(iii) the Administrative Agent may deliver whenever such notices and instructions in accordance with control agreements covering Deposit Accounts (other than Excluded Accounts) and/or Securities Accounts. In addition, whenever any Grantor shall receive any cash, money, checks or any other similar items of payment relating to any Collateral (including any Proceeds of any Collateral), subject to the terms of any Permitted Liens, such Grantor agrees that it will, within one (1) Business Day of such receipt, deposit all such items of payment into the Dominion AccountCollateral Account or in a Deposit Account at Controlled Depositary, and until such Grantor shall deposit such cash, money, checks or any other similar items of payment in the Dominion AccountCollateral Account or in a Deposit Account at a Controlled Depositary, such Grantor shall hold such cash, money, checks or any other similar items of payment in trust for the Secured Parties Administrative Agent and Lenders and as property of the Secured PartiesAdministrative Agent and Lenders, separate from the other funds of such Grantor, and the Administrative Agent shall have the right to transfer or direct the transfer of the balance of each Deposit Account (other than an Excluded Deposit Account) to the Dominion Collateral Account. All such Collateral and Proceeds of Collateral received by the Administrative Agent hereunder shall be held by the Administrative Agent in the Dominion Collateral Account as collateral security for all the Secured Obligations and shall not constitute payment thereof until applied as provided in Section 5.4;5.
(c) After the occurrence and during the continuance of an Event of Default:
(iiv) the Administrative Agent shall have the right to receive any and all cash dividends, payments or distributions made in respect of any Investment Property, any Partnership/LLC Interests Property or any other Proceeds paid in respect of any Investment Property or any Partnership/LLC InterestsProperty, and any or all of any Investment Property that is included as Collateral or any Partnership/LLC Interests that are Pledged Capital Stock may, at the option of the Administrative Agent and the Secured Parties, 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 Investment Property, or such Partnership/LLC Interests Property at any meeting of shareholders, partners or members of the relevant Issuers or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Investment Property or such 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 Investment Property or any and all Partnership/LLC Interests issued upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate, partnership or limited liability company structure of any Issuer that is a Grantor (other than Imation) or a Pledged Foreign Subsidiary or upon the exercise by any a Grantor or the Administrative Agent of any right, privilege or option pertaining to such Investment Property or such Partnership/LLC InterestsProperty, and in connection therewith, the right to deposit and deliver any and all of such the Investment Property or any and all of such Partnership/LLC Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it; but the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and the Administrative Agent and the other Secured Parties Lenders shall not be responsible for any failure to do so or delay in so doing. In furtherance thereof, each Grantor hereby authorizes and instructs each Issuer (i) that is a Grantor (other than Imation) or a Pledged Foreign Subsidiary with respect to any Collateral consisting of Investment Property and Partnership/LLC Interests of such Issuer 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 Agreement, without any other or further instructions from such Grantor, and each such Grantor agrees that each Issuer shall be fully protected in so complying following receipt of such notice and prior to notice that such Event of Default is no longer continuingcomplying, and (ii) except as otherwise expressly permitted hereby and solely during a Cash Dominion Trigger Periodhereby, to pay any cash dividends, distributions or other payments with respect to any Investment Property, or Partnership/LLC Interests issued by such Issuer Property directly to the Dominion Account or such other Controlled Depositary as the Administrative Agent may direct; andAgent;
(iiv) the Administrative Agent shall be entitled to (but shall not be required to): (A) proceed to perform any and all obligations of the applicable any Grantor under any Material Contract and exercise all rights of such Grantor thereunder as fully as such Grantor itself could, (B) do all other acts which the Administrative Agent may deem necessary or proper to protect its Security Interest granted hereunder, provided such acts are not inconsistent with or in violation of the terms of any of the Credit Agreement, of the other Loan Documents or applicable Applicable Law, and (C) sell, assign or otherwise transfer any Material Contract in accordance with the Credit Agreement, the other Loan Documents and applicable Applicable Law, subject, however, to the prior approval of each other party to such Material Contract, to the extent required under the Material Contract.; and
(iiivi) The Administrative Agent is hereby granted an irrevocablewithout limiting the generality of the foregoing, non-exclusive license or other right to use, license or sub-license (without payment of royalty or other compensation to each Grantor shall take any Person) of any or all Intellectual Property of each Grantor, computer hardware and software, trade secrets, brochures, customer lists, promotional and advertising materials, labels, packaging materials and other Property, in advertising for sale, marketing, selling, collecting, completing manufacture of, or otherwise exercising any rights or remedies with respect to, any Collateral; provided that action which the Administrative Agent shall not be entitled may reasonably request in order to exercise its rights under any transfer and assign to the Administrative Agent, or to such license, sub-license one or right to use until such time more third parties as the Administrative Agent may designate, or to a combination of the foregoing, each Communications License, CATV Franchise or PUC Authorization or other Governmental Approval and the Administrative Agent is empowered to request the appointment of a receiver from any court of competent jurisdiction to enforce such obligations. Such receiver shall have received consent or direction be instructed to seek from the Required Lenders pursuant Governmental Authority an involuntary transfer of control of each such Communications License, CATV Franchise or PUC Authorization or other Governmental Approval for the purpose of seeking a bona fide purchaser to Section 8.02(d) whom control will ultimately be transferred. Each Grantor hereby agrees to authorize such an involuntary assignment or transfer of control upon the request of the Credit receiver so appointed and, if such Grantor shall refuse to authorize the transfer, its approval may be required by the court. Furthermore, each Grantor shall use its best efforts to assist in obtaining approval of any Governmental Authority, if required, for any action or transactions contemplated by this Agreement, including, without limitation, the preparation, execution and filing with any Governmental Authority of the assignor's or transferor's portion of any application or applications for consent to the assignment of any Communications License, CATV Franchise or PUC Authorization or other Governmental Approval or transfer of control necessary or appropriate under the rules and regulations of any Governmental Authority for the approval of the transfer or assignment of any portion of the assets of such Grantor, together with any Communications License, CATV Franchise or PUC Authorization or other Governmental Approval. Because each Grantor agrees that the Administrative Agent's remedy at law for failure of such Grantor to comply with the provisions of this Section would be inadequate and that such failure would not be adequately compensable in damages, each Grantor agrees that these covenants and agreements may be specifically enforced, and each Grantor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants. Notwithstanding the foregoing, the Lenders and the Administrative Agent understand and agree that the assignment or transfer of control of some of the Communications Licenses requires advance approval by the FCC.
(dc) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor Grantors of the Administrative Agent’s 's intent to exercise its corresponding rights pursuant to Section 5.2(b), each Grantor shall be permitted to receive all cash dividends, payments or other distributions made in respect of any Investment Property and any Partnership/LLC InterestsProperty, in each case paid in the Ordinary Course normal course of Business business of the relevant Issuer and consistent with past practice, to the extent permitted in the Credit Agreement, and to exercise all voting and other corporate, company and partnership rights with respect to any Investment Property and Partnership/LLC InterestsProperty; provided that, no vote shall be cast or other corporate, company and partnership right exercised or other action taken which, in the Administrative Agent’s 's reasonable judgment, would impair the Collateral in any material respect or which would result in a Default or Event of Default under any provision of the Credit Agreement, this Agreement or any other Loan Document.
Appears in 1 contract
Samples: Collateral Agreement (Knology Inc)
Specific Remedies. (a) During any period other than a Cash Dominion Trigger Period and subject to the terms of the Credit Agreement, the Administrative The Collateral Agent hereby authorizes each Grantor to collect such Grantor’s Accounts in Accounts, under the Ordinary Course Collateral Agent’s direction and control; provided that, the Collateral Agent may curtail or terminate such authority at any time after the occurrence and during the continuance of Businessan Event of Default.
(b) During a Cash Dominion Trigger PeriodUpon the occurrence and during the continuance of an Event of Default:
(i) the Collateral Agent may, upon notice to the Grantors, communicate with Account Debtors of any Account subject to a Security Interest and upon the request of the Administrative Collateral Agent, each Grantor shall notify (such notice to be in form and substance satisfactory to the Administrative Collateral Agent) its Account Debtors and parties to the Material Contracts material Contractual Obligations subject to a Security Interest that such Accounts and the Material Contracts material Contractual Obligations have been assigned to the Administrative Collateral Agent, for the ratable benefit of the Secured PartiesLenders and the Collateral Agent;
(ii) upon if requested by the request of the Administrative Collateral Agent, each Grantor shall forward to the Administrative Collateral Agent, on the last Business Day of each week, deposit slips related to all cash, money, checks or any other similar items of payment received by the Grantor such Grantors during such week, and copies of such checks or any other similar items of payment, together with a statement showing the application of all payments on the Collateral during such week and a collection report with regard thereto, in form and substance satisfactory to the Administrative Collateral Agent;
(iii) the Administrative Agent may deliver such notices and instructions in accordance with control agreements covering Deposit Accounts (other than Excluded Accounts) and/or Securities Accounts. In addition, whenever any Grantor shall receive any cash, money, checks or any other similar items of payment relating to any Collateral (including any Proceeds of any Collateral), subject to the terms of any Permitted Liens, such Grantor agrees that it will, within one (1) Business Day of such receipt, deposit all such items of payment into the Dominion AccountCollateral Account or in a Deposit Account at a Controlled Depositary, and if any, until such Grantor shall deposit such cash, money, checks or any other similar items of payment in the Dominion AccountCollateral Account or in a Deposit Account at a Controlled Depositary, if any, such Grantor shall hold such cash, money, checks or any other similar items of payment in trust for the Secured Parties Collateral Agent and the Lenders and as property of the Secured Parties, separate from Collateral Agent and the other funds of such GrantorLenders, and the Administrative Collateral Agent shall have the right to transfer or direct the transfer of the balance of each Deposit Account (other than an Excluded Deposit Account) to the Dominion Collateral Account. All such Collateral and Proceeds of Collateral received by the Administrative Collateral Agent hereunder shall be held by the Administrative Collateral Agent in the Dominion Collateral Account as collateral security for all the Secured Obligations and shall not constitute payment thereof until applied as provided in Section 5.45.3;
(c) After the occurrence and during the continuance of an Event of Default:
(iiv) the Administrative Collateral Agent shall have the right to receive any and all cash dividends, payments or distributions made in respect of any Investment Property, any Property or Partnership/LLC Interests or any other Proceeds paid in respect of any Investment Property or any Partnership/LLC Interests, and any or all of any Investment Property that is included as Collateral or any Partnership/LLC Interests that are Pledged Capital Stock may, at the option of the Administrative Agent and the Secured Parties, shall be registered in the name of the Administrative Collateral Agent or its nominee, and the Administrative Collateral Agent or its nominee may thereafter exercise (A) all voting, corporate and other rights pertaining to such Investment Property, Property or such Partnership/LLC Interests at any meeting of shareholders, partners or members of the relevant Issuers or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Investment Property or such 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 Investment Property or any and all Partnership/LLC Interests issued upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate, partnership or limited liability company structure of any Issuer that is a Grantor (other than Imation) or a Pledged Foreign Subsidiary or upon the exercise by any Grantor or the Administrative Collateral Agent of any right, privilege or option pertaining to such Investment Property or such Partnership/LLC Interests, and in connection therewith, the right to deposit and deliver any and all of such the Investment Property or any and all of such Partnership/LLC Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Collateral Agent may determine), all without liability except to account for property actually received by it; but the Administrative Collateral Agent shall have no duty to any Grantor to exercise any such right, privilege or option and the Administrative Collateral Agent and the other Secured Parties Lenders shall not be responsible for any failure to do so or delay in so doing. In furtherance thereof, each Grantor hereby authorizes and instructs each Issuer (i) that is a Grantor (other than Imation) or a Pledged Foreign Subsidiary with respect to any Collateral consisting of Investment Property and or Partnership/LLC Interests of such Issuer to (i) comply with any instruction received by it from the Administrative Collateral Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying following receipt of such notice and prior to notice that such Event of Default is no longer continuing, and (ii) except as otherwise expressly permitted hereby and solely during a Cash Dominion Trigger Periodhereby, to pay any cash dividends, distributions or other payments with respect to any Investment Property, Property or Partnership/LLC Interests issued by such Issuer directly to the Dominion Account or such other Controlled Depositary as the Administrative Agent may directCollateral Agent; and
(iiv) subject to the Administrative approval of the Required Lenders, the Collateral Agent shall be entitled to (but shall not be required to): (A) proceed to perform any and all obligations of the applicable Grantor under any Material Contract material Contractual Obligation and exercise all rights of such Grantor thereunder as fully as such Grantor itself could, (B) do all other acts which the Administrative Collateral Agent may deem necessary or proper to protect its Security Interest granted hereunder, provided such acts are not inconsistent with or in violation of the terms of any of the Credit Loan Agreement, of the other Loan Documents or any applicable LawLaws, and (C) sell, assign or otherwise transfer any Material Contract material Contractual Obligation in accordance with the Credit Loan Agreement, the other Loan Documents and any applicable LawLaws, subject, however, to the prior approval of each other party to such Material Contractmaterial Contractual Obligation, to the extent required under the Material Contractmaterial Contractual Obligation.
(iii) The Administrative Agent is hereby granted an irrevocable, non-exclusive license or other right to use, license or sub-license (without payment of royalty or other compensation to any Person) of any or all Intellectual Property of each Grantor, computer hardware and software, trade secrets, brochures, customer lists, promotional and advertising materials, labels, packaging materials and other Property, in advertising for sale, marketing, selling, collecting, completing manufacture of, or otherwise exercising any rights or remedies with respect to, any Collateral; provided that the Administrative Agent shall not be entitled to exercise its rights under any such license, sub-license or right to use until such time as the Administrative Agent shall have received consent or direction from the Required Lenders pursuant to Section 8.02(d) of the Credit Agreement.
(dc) Unless an Event of Default shall have occurred and be continuing and the Administrative Collateral Agent shall have given notice to the relevant Grantor of the Administrative Collateral Agent’s intent to exercise its corresponding rights pursuant to Section 5.2(b), each Grantor shall be permitted to receive all cash dividends, payments or other distributions made in respect of any Investment Property and any Partnership/LLC Interests, in each case paid in the Ordinary Course of Business to the extent permitted in the Credit AgreementLoan Agreement and the other Loan Documents, and to exercise all voting and other corporate, company and partnership rights with respect to any Investment Property and Partnership/LLC Interests; provided that, no vote shall be cast or other corporate, company and partnership right exercised or other action taken which, in the Administrative Collateral Agent’s reasonable judgment, would impair the Collateral in any material respect reasonably be expected to have a Material Adverse Effect or which would result in a Default or Event of Default under any provision of the Credit Loan Agreement, this Agreement or any other Loan Document.
(d) Upon the occurrence and during the continuance of an Event of Default, all rights of Grantors to exercise or refrain from exercising the voting rights attributable to the Investment Property or Partnership/LLC Interests or any part thereof shall, upon notice from the Required Lenders, cease, and Collateral Agent and its successors and assigns shall have the right to exercise, or refrain from exercising, such rights.
(e) Upon the occurrence and during the continuance of any Event of Default, all rights of Grantors to receive and retain cash dividends and other distributions upon the Investment Property or Equity Interests pursuant to subsection (c) above shall cease and shall thereupon be vested in the Collateral Agent, and each Grantor shall promptly deliver, or shall cause to be promptly delivered, all such cash dividends and other distributions with respect to the Investment Property or Equity Interests to the Collateral Agent (together with all necessary endorsements and negotiable documents or instruments so distributed) to be held by it hereunder or, at the option of the Required Lenders, to be applied to the Obligations. Pending delivery to the Collateral Agent of such property, each Grantor shall keep such property segregated from its other property and shall be deemed to hold the same in trust for the benefit of the Collateral Agent and the Lenders.
(f) Grantors recognize that Collateral Agent may be unable to effect a public sale of the Investment Property or Partnership/LLC Interests by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the “Securities Act”), and applicable state law, and may be otherwise delayed or adversely affected in effecting any sale by reason of present or future restrictions thereon imposed by Governmental Authorities, and that as a consequence of such prohibitions and restrictions Collateral Agent may be compelled (i) to resort to one or more private sales to a restricted group of purchasers who will be obliged to agree, among other things, to acquire the Investment Property or Partnership/LLC Interests for their own account, for investment and not with a view to the distribution or resale thereof, or (ii) to seek regulatory approval of any proposed sale or sales, or (iii) to limit the amount of Investment Property or Partnership/LLC Interests sold to any Person or group. Grantors agree and acknowledge that private sales so made may be at prices and upon terms less favorable to Grantors than if such Investment Property or Partnership/LLC Interests was sold either at public sales or at private sales not subject to other regulatory restrictions, and that Collateral Agent has no obligation to delay the sale of any of the Investment Property or Partnership/LLC Interests for the period of time necessary to permit the issuer of any Investment Property or Partnership/LLC Interests to register or otherwise qualify the Investment Property or Partnership/LLC Interests, even if such issuer would agree to register or otherwise qualify such Investment Property or Partnership/LLC Interests for public sale under the Securities Act or applicable state law. Grantors further agree, to the extent permitted by applicable law, that the use of private sales made under the foregoing circumstances to dispose of the Investment Property or Partnership/LLC Interests shall be deemed to be dispositions in a commercially reasonable manner. Grantors hereby acknowledge that a ready market may not exist for the Investment Property or Partnership/LLC Interests if they are not traded on a national securities exchange or quoted on an automated quotation system and agrees and acknowledges that in such event the Investment Property or Partnership/LLC Interests may be sold for an amount less than a pro rata share of the fair market value of the issuer’s assets minus its liabilities.
Appears in 1 contract
Specific Remedies. (a) During any period other than a Cash Dominion Trigger Period and subject to the terms of the Credit Agreement, the The Administrative Agent hereby authorizes each Grantor to collect such Grantor’s Accounts in 's Accounts; provided that the Ordinary Course Administrative Agent may curtail or terminate such authority at any time after the occurrence and during the continuance of Businessan Event of Default.
(b) During a Cash Dominion Trigger PeriodUpon the occurrence and during the continuance of an Event of Default:
(i) the Administrative Agent may communicate with Account Debtors of any Account subject to a Security Interest and upon the request of the Administrative Agent, each Grantor shall notify (such notice to be in form and substance satisfactory to the Administrative Agent) its Account Debtors and parties to the Material Contracts subject to a Security Interest that such Accounts and the Material Contracts have been assigned to the Administrative Agent, for the ratable benefit of the Secured Parties;
(ii) upon the request of the Administrative Agent, each Grantor shall forward to the Administrative Agent, on the last Business Day of each week, deposit slips related to all cash, money, checks or any other similar items of payment received by the Grantor during such week, and and, if requested by the Administrative Agent, copies of such checks or any other similar items of payment, together with a statement showing the application of all payments on the Collateral during such week and a collection report with regard thereto, in form and substance satisfactory to the Administrative Agent;
(iii) the Administrative Agent may deliver such notices and instructions in accordance with control agreements covering Deposit Accounts (other than Excluded Accounts) and/or Securities Accounts. In addition, whenever any Grantor shall receive any cash, money, checks or any other similar items of payment relating to any Collateral (including any Proceeds of any Collateral), subject to the terms of any Permitted Liens, such Grantor agrees that it will, within one (1) Business Day of such receipt, deposit all such items of payment into the Dominion AccountCollateral Account or in a Deposit Account at a Controlled Depositary, and until such Grantor shall deposit such cash, money, checks or any other similar items of payment in the Dominion AccountCollateral Account or in a Deposit Account at a Controlled Depositary, such Grantor shall hold such cash, money, checks or any other similar items of payment in trust for the Secured Parties Administrative Agent and Lenders and as property of the Secured PartiesAdministrative Agent and Lenders, separate from the other funds of such Grantor, and the Administrative Agent shall have the right in to transfer or direct the transfer of the balance of each Deposit Account (other than an Excluded Deposit Account) to the Dominion Collateral Account. All such Collateral and Proceeds of Collateral received by the Administrative Agent hereunder shall be held by the Administrative Agent in the Dominion Collateral Account as collateral security for all the Secured Obligations and shall not constitute payment thereof until applied as provided in Section 5.45.3;
(c) After the occurrence and during the continuance of an Event of Default:
(iiv) the Administrative Agent shall have the right to receive any and all cash dividends, payments or distributions made in respect of any Investment Property, any or Partnership/LLC Interests or any other Proceeds paid in respect of any Investment Property Property, or any Partnership/LLC Interests, and the Administrative Agent shall have the right to require that any or all of any Investment Property that is included as Collateral Property, or any Partnership/LLC Interests that are Pledged Capital Stock may, at the option of the Administrative Agent and the Secured Parties, 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 Investment Property, or such Partnership/LLC Interests at any meeting of shareholders, partners or members of the relevant Issuers or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Investment Property Property, or such 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 Investment Property Property, or any and all Partnership/LLC Interests issued upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate, partnership or limited liability company structure of any Issuer that is a Grantor (other than Imation) or a Pledged Foreign Subsidiary or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Investment Property Property, or such Partnership/LLC Interests, and in connection therewith, the right to deposit and deliver any and all of such the Investment Property Property, or any and all of such Partnership/LLC Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it; but the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and the Administrative Agent and the other Secured Parties Lenders shall not be responsible for any failure to do so or delay in so doing. In furtherance thereof, each Grantor hereby authorizes and instructs each Issuer (i) that is a Grantor (other than Imation) or a Pledged Foreign Subsidiary with respect to any Collateral consisting of Investment Property and Partnership/LLC Interests of such Issuer 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 Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying following receipt of such notice and prior to notice that such Event of Default is no longer continuing, and (ii) except as otherwise expressly permitted hereby and solely during a Cash Dominion Trigger Periodhereby, to pay any cash dividends, distributions or other payments with respect to any Investment Property, or Partnership/LLC Interests issued by such Issuer directly to the Dominion Account or such other Controlled Depositary as the Administrative Agent may directAgent; and
(iiv) the Administrative Agent shall be entitled to (but shall not be required to): (A) proceed to perform any and all obligations of the applicable Grantor under any Material Contract and exercise all rights of such Grantor thereunder as fully as such Grantor itself could, (B) do all other acts which the Administrative Agent may deem necessary or proper to protect its Security Interest granted hereunder, provided such acts are not inconsistent with or in violation of the terms of any of the Credit Agreement, of the other Loan Documents or applicable Applicable Law, and (C) upon acceleration of the Obligations in accordance with the Credit Agreement, sell, assign or otherwise transfer any Material Contract in accordance with the Credit Agreement, the other Loan Documents and applicable Applicable Law, subject, however, to the prior approval of each other party to such Material Contract, to the extent required under the Material Contract.
(iii) The Administrative Agent is hereby granted an irrevocable, non-exclusive license or other right to use, license or sub-license (without payment of royalty or other compensation to any Person) of any or all Intellectual Property of each Grantor, computer hardware and software, trade secrets, brochures, customer lists, promotional and advertising materials, labels, packaging materials and other Property, in advertising for sale, marketing, selling, collecting, completing manufacture of, or otherwise exercising any rights or remedies with respect to, any Collateral; provided that the Administrative Agent shall not be entitled to exercise its rights under any such license, sub-license or right to use until such time as the Administrative Agent shall have received consent or direction from the Required Lenders pursuant to Section 8.02(d) of the Credit Agreement.
(dc) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s 's intent to exercise its corresponding rights pursuant to Section 5.2(b), each Grantor shall be permitted to receive all cash dividends, payments or other distributions made in respect of any Investment Property and any Partnership/LLC Interests, in each case paid in the Ordinary Course normal course of Business business of the relevant Issuer and consistent with past practice, to the extent permitted in the Credit Agreement, and to exercise all voting and other corporate, company and partnership rights with respect to any Investment Property and Partnership/LLC Interests; provided that, no vote shall be cast or other corporate, company and partnership right exercised or other action taken which, in the Administrative Agent’s 's reasonable judgment, would impair the Collateral in any material respect or which would result in a Default or Event of Default under any provision of the Credit Agreement, this Agreement or any other Loan Document.
Appears in 1 contract
Specific Remedies. (a) During any period other than a Cash Dominion Trigger Period and subject to the terms of the Credit Agreement, the The Administrative Agent hereby authorizes each Grantor to collect such Grantor’s Accounts in 's Accounts, under the Ordinary Course Administrative Agent's direction and control; provided that, the Administrative Agent may curtail or terminate such authority at any time after the occurrence and during the continuance of Businessan Event of Default.
(b) During a Cash Dominion Trigger PeriodUpon the occurrence and during the continuance of an Event of Default:
(i) the Administrative Agent may communicate with Account Debtors of any Account subject to a Security Interest and upon the request of the Administrative Agent, each Grantor shall notify (such notice to be in form and substance satisfactory to the Administrative Agent) its Account Debtors and parties to the Material Contracts subject to a Security Interest that such Accounts and the Material Contracts have been assigned to the Administrative Agent, for the ratable benefit of itself and the Secured PartiesLenders;
(ii) upon the request of the Administrative Agent, each Grantor shall forward to the Administrative Agent, on the last Business Day of each week, deposit slips related to all cash, money, checks or any other similar items of payment received by the Grantor during such week, and and, if requested by the Administrative Agent, copies of such checks or any other similar items of payment, together with a statement showing the application of all payments on the Collateral during such week and a collection report with regard thereto, in form and substance satisfactory to the Administrative Agent;
(iii) the Administrative Agent may deliver such notices and instructions in accordance with control agreements covering Deposit Accounts (other than Excluded Accounts) and/or Securities Accounts. In addition, whenever any Grantor shall receive any cash, money, checks or any other similar items of payment relating to any Collateral (including any Proceeds of any Collateral), subject to the terms of any Permitted Liens, such Grantor agrees that it will, within one (1) Business Day of such receipt, deposit all such items of payment into the Dominion AccountCollateral Account or in a Deposit Account at Controlled Depositary, and until such Grantor shall deposit such cash, money, checks or any other similar items of payment in the Dominion AccountCollateral Account or in a Deposit Account at a Controlled Depositary, such Grantor shall hold such cash, money, checks or any other similar items of payment in trust for the Secured Parties Administrative Agent and Lenders and as property of the Secured PartiesAdministrative Agent and Lenders, separate from the other funds of such Grantor, and the Administrative Agent shall have the right to transfer or direct the transfer of the balance of each Deposit Account (other than an Excluded Deposit Account) to the Dominion Account. All such Collateral and Proceeds of Collateral received by the Administrative Agent hereunder shall be held by the Administrative Agent in the Dominion Account as collateral security for all the Secured Obligations and shall not constitute payment thereof until applied as provided in Section 5.4;
(c) After the occurrence and during the continuance of an Event of Default:
(i) the Administrative Agent shall have the right to receive any and all cash dividends, payments or distributions made in respect of any Investment Property, any Partnership/LLC Interests or any other Proceeds paid in respect of any Investment Property or any Partnership/LLC Interests, and any or all of any Investment Property that is included as Collateral or any Partnership/LLC Interests that are Pledged Capital Stock may, at the option of the Administrative Agent and the Secured Parties, 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 Investment Property, or such Partnership/LLC Interests at any meeting of shareholders, partners or members of the relevant Issuers or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Investment Property or such Partnership/LLC Interests as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all Investment Property or any and all Partnership/LLC Interests issued upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate, partnership or limited liability company structure of any Issuer that is a Grantor (other than Imation) or a Pledged Foreign Subsidiary or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Investment Property or such Partnership/LLC Interests, and in connection therewith, the right to deposit and deliver any and all of such Investment Property or any and all of such Partnership/LLC Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it; but the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and the Administrative Agent and the other Secured Parties shall not be responsible for any failure to do so or delay in so doing. In furtherance thereof, each Grantor hereby authorizes and instructs each Issuer (i) that is a Grantor (other than Imation) or a Pledged Foreign Subsidiary with respect to any Collateral consisting of Investment Property and Partnership/LLC Interests of such Issuer to 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 Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying following receipt of such notice and prior to notice that such Event of Default is no longer continuing, and (ii) except as otherwise expressly permitted hereby and solely during a Cash Dominion Trigger Period, to pay any cash dividends, distributions or other payments with respect to any Investment Property, or Partnership/LLC Interests issued by such Issuer directly to the Dominion Account or such other Controlled Depositary as the Administrative Agent may direct; and
(ii) the Administrative Agent shall be entitled to (but shall not be required to): (A) proceed to perform any and all obligations of the applicable Grantor under any Material Contract and exercise all rights of such Grantor thereunder as fully as such Grantor itself could, (B) do all other acts which the Administrative Agent may deem necessary or proper to protect its Security Interest granted hereunder, provided such acts are not inconsistent with or in violation of the terms of any of the Credit Agreement, of the other Loan Documents or applicable Law, and (C) sell, assign or otherwise transfer any Material Contract in accordance with the Credit Agreement, the other Loan Documents and applicable Law, subject, however, to the prior approval of each other party to such Material Contract, to the extent required under the Material Contract.
(iii) The Administrative Agent is hereby granted an irrevocable, non-exclusive license or other right to use, license or sub-license (without payment of royalty or other compensation to any Person) of any or all Intellectual Property of each Grantor, computer hardware and software, trade secrets, brochures, customer lists, promotional and advertising materials, labels, packaging materials and other Property, in advertising for sale, marketing, selling, collecting, completing manufacture of, or otherwise exercising any rights or remedies with respect to, any Collateral; provided that the Administrative Agent shall not be entitled to exercise its rights under any such license, sub-license or right to use until such time as the Administrative Agent shall have received consent or direction from the Required Lenders pursuant to Section 8.02(d) of the Credit Agreement.
(d) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 5.2(b), each Grantor shall be permitted to receive all cash dividends, payments or other distributions made in respect of any Investment Property and any Partnership/LLC Interests, in each case paid in the Ordinary Course of Business to the extent permitted in the Credit Agreement, and to exercise all voting and other corporate, company and partnership rights with respect to any Investment Property and Partnership/LLC Interests; provided that, no vote shall be cast or other corporate, company and partnership right exercised or other action taken which, in the Administrative Agent’s reasonable judgment, would impair the Collateral in any material respect or which would result in a Default or Event of Default under any provision of the Credit Agreement, this Agreement or any other Loan Document.
Appears in 1 contract
Specific Remedies. (a) During any period other than a Cash Dominion Trigger Period and subject to the terms of the Credit Agreement, the The Administrative Agent hereby authorizes each Grantor to collect such Grantor’s Accounts in 's Accounts; provided that, the Ordinary Course Administrative Agent may curtail or terminate such authority at any time after the occurrence and during the continuance of Businessan Event of Default.
(b) During a Cash Dominion Trigger PeriodUpon the occurrence and during the continuance of an Event of Default:
(i) the Administrative Agent may communicate with Account Debtors of any Account subject to a Security Interest and upon the request of the Administrative Agent, each Grantor shall notify (such notice to be in form and substance satisfactory to the Administrative Agent) its Account Debtors and parties to the Material Contracts subject to a Security Interest that such Accounts and the Material Contracts have been assigned to the Administrative Agent, for the ratable benefit of the Secured Parties;
(ii) upon the request of the Administrative Agent, each Grantor shall forward to the Administrative Agent, on the last Business Day of each week, deposit slips related to all cash, money, checks or any other similar items of payment received by the Grantor during such week, and and, if requested by the Administrative Agent, copies of such checks or any other similar items of payment, together with a statement showing the application of all payments on the Collateral during such week and a collection report with regard thereto, in form and substance satisfactory to the Administrative Agent;
(iii) the Administrative Agent may deliver such notices and instructions in accordance with control agreements covering Deposit Accounts (other than Excluded Accounts) and/or Securities Accounts. In addition, whenever any Grantor shall receive any cash, money, checks or any other similar items of payment relating to any Collateral (including any Proceeds of any Collateral), subject to the terms of any Permitted Liens, such Grantor agrees that it will, within one (1) Business Day of such receipt, deposit all such items of payment into the Dominion Collateral Account or in a Deposit Account (other than an Excluded Deposit Account) at a Controlled Depositary, and until such Grantor shall deposit such cash, money, checks or any other similar items of payment in the Dominion Collateral Account or in a Deposit Account (other than an Excluded Deposit Account) at a Controlled Depositary, such Grantor shall hold such cash, money, checks or any other similar items of payment in trust for the Secured Parties and as property of the Secured Parties, separate from the other funds of such Grantor, and the Administrative Agent shall have the right in to transfer or direct the transfer of the balance of each Deposit Account (other than an Excluded Deposit Account) to the Dominion Collateral Account. All such Collateral and Proceeds of Collateral received by the Administrative Agent hereunder shall be held by the Administrative Agent in the Dominion Collateral Account as collateral security for all the Secured Obligations and shall not constitute payment thereof until applied as provided in Section 5.4;
(c) After the occurrence and during the continuance of an Event of Default:
(iiv) the Administrative Agent shall have the right to receive any and all cash dividends, payments or distributions made in respect of any Investment Property, any Partnership/LLC Interests or any other Proceeds paid in respect of any Investment Property or Property, any Partnership/LLC Interests, and any or all of any Investment Property that is included as Collateral or any Partnership/LLC Interests that are Pledged Capital Stock may, at the option of the Administrative Agent and the Secured Parties, 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 Investment Property, Property or such Partnership/LLC Interests at any meeting of shareholders, partners or members of the relevant Issuers or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Investment Property or such 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 Investment Property or any and all of the Partnership/LLC Interests issued upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate, partnership or limited liability company structure of any Issuer that is a Grantor (other than Imation) or a Pledged Foreign Subsidiary or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Investment Property or such Partnership/LLC Interests, and in connection therewith, the right to deposit and deliver any and all of such the Investment Property or any and all of such the Partnership/LLC Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it; but the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and the Administrative Agent and the other Secured Parties shall not be responsible for any failure to do so or delay in so doing. In furtherance thereof, each Grantor hereby authorizes and instructs each Issuer (i) that is a Grantor (other than Imation) or a Pledged Foreign Subsidiary with respect to any Collateral consisting of Investment Property and Partnership/LLC Interests of such Issuer 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 Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying following receipt of such notice and prior to notice that such Event of Default is no longer continuing, and (ii) except as otherwise expressly permitted hereby and solely during a Cash Dominion Trigger Periodhereby, to pay any cash dividends, distributions or other payments with respect to any Investment Property, Property or any Partnership/LLC Interests issued by such Issuer directly to the Dominion Account or such other Controlled Depositary as the Administrative Agent may direct; and
(ii) the Administrative Agent shall be entitled to (but shall not be required to): (A) proceed to perform any and all obligations of the applicable Grantor under any Material Contract and exercise all rights of such Grantor thereunder as fully as such Grantor itself could, (B) do all other acts which the Administrative Agent may deem necessary or proper to protect its Security Interest granted hereunder, provided such acts are not inconsistent with or in violation of the terms of any of the Credit Agreement, of the other Loan Documents or applicable Law, and (C) sell, assign or otherwise transfer any Material Contract in accordance with the Credit Agreement, the other Loan Documents and applicable Law, subject, however, to the prior approval of each other party to such Material Contract, to the extent required under the Material ContractAgent.
(iii) The Administrative Agent is hereby granted an irrevocable, non-exclusive license or other right to use, license or sub-license (without payment of royalty or other compensation to any Person) of any or all Intellectual Property of each Grantor, computer hardware and software, trade secrets, brochures, customer lists, promotional and advertising materials, labels, packaging materials and other Property, in advertising for sale, marketing, selling, collecting, completing manufacture of, or otherwise exercising any rights or remedies with respect to, any Collateral; provided that the Administrative Agent shall not be entitled to exercise its rights under any such license, sub-license or right to use until such time as the Administrative Agent shall have received consent or direction from the Required Lenders pursuant to Section 8.02(d) of the Credit Agreement.
(dc) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s 's intent to exercise its corresponding rights pursuant to Section 5.2(b), each Grantor shall be permitted to receive all cash dividends, payments or other distributions made in respect of any Investment Property and any Partnership/LLC Interests, in each case paid in the Ordinary Course of Business to the extent permitted in the Credit Agreement, and to exercise all voting and other corporate, company and partnership rights with respect to any Investment Property and any Partnership/LLC Interests; provided that, no vote shall be cast or other corporate, company and partnership right exercised or other action taken which, in the Administrative Agent’s 's reasonable judgment, would impair the Collateral in any material respect or which would result in a Default or Event of Default under any provision of the Credit Agreement, this Agreement or any other Loan Document.
Appears in 1 contract
Specific Remedies. (a) During any period other than a Cash Dominion Trigger Period and subject to the terms of the Credit Agreement, the Administrative Agent The Purchaser hereby authorizes each Grantor to collect such Grantor’s Accounts in Accounts; provided, however, that, the Ordinary Course Purchaser may curtail or terminate such authority at any time after the occurrence and during the continuance of Businessan Event of Default.
(b) During a Cash Dominion Trigger PeriodUpon the occurrence and during the continuance of an Event of Default:
(i) the Purchaser may communicate with Account Debtors of any Account subject to a Security Interest and upon the request of the Administrative AgentPurchaser, each Grantor shall notify (such notice to be in form and substance satisfactory to the Administrative AgentPurchaser) its Account Debtors and parties to the Material Contracts material Contractual Obligations subject to a Security Interest that such Accounts and the Material Contracts material Contractual Obligations have been assigned to the Administrative Agent, for the ratable benefit of the Secured PartiesPurchaser;
(ii) upon the request of the Administrative Agent, each Grantor shall forward to the Administrative AgentPurchaser, on the last Business Day of each week, deposit slips related to all cash, money, checks or any other similar items of payment received by the Grantor during such week, and and, if requested by the Purchaser, copies of such checks or any other similar items of payment, together with a statement showing the application of all payments on the Collateral during such week and a collection report with regard thereto, in form and substance reasonably satisfactory to the Administrative AgentPurchaser;
(iii) the Administrative Agent may deliver such notices and instructions in accordance with control agreements covering Deposit Accounts (other than Excluded Accounts) and/or Securities Accounts. In addition, whenever any Grantor shall receive any cash, money, checks or any other similar items of payment relating to any Collateral (including any Proceeds of any Collateral), subject to the terms of any Permitted Liens, such Grantor agrees that it will, within one (1) Business Day of such receipt, deposit all such items of payment into the Dominion Account, and until such Grantor shall deposit such cash, money, checks or any other similar items of payment in the Dominion Account, such Grantor shall hold such cash, money, checks or any other similar items of payment in trust for the Secured Parties and Purchaser as property of the Secured PartiesPurchaser and the other Holders, separate from the other funds of such Grantor, and the Administrative Agent Purchaser shall have the right to transfer or direct the transfer of the balance of each Deposit Account (other than an Excluded Deposit Account) to the Dominion Account. All such Collateral and Proceeds of Collateral received by the Administrative Agent hereunder shall be held by the Administrative Agent in the Dominion Account as collateral security for all the Secured Obligations and shall not constitute payment thereof until applied as provided in Section 5.4;
(c) After the occurrence and during the continuance of an Event of Default:
(iiv) the Administrative Agent Purchaser shall have the right to receive any and all cash dividends, payments or distributions made in respect of any Investment Property, any Property or Partnership/LLC Interests or any other Proceeds paid in respect of any Investment Property or any Partnership/LLC Interests, and any or all of any Investment Property that is included as Collateral or any Partnership/LLC Interests that are Pledged Capital Stock may, at the option of the Administrative Agent and the Secured Parties, shall be registered in the name of the Administrative Agent Purchaser or its nominee, and the Administrative Agent Purchaser or its nominee may thereafter exercise (A) all voting, corporate and other rights pertaining to such Investment Property, Property or such Partnership/LLC Interests at any meeting of shareholders, partners or members of the relevant Issuers or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Investment Property or such 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 Investment Property or any and all Partnership/LLC Interests issued upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate, partnership or limited liability company structure of any Issuer that is a Grantor (other than Imation) or a Pledged Foreign Subsidiary or upon the exercise by any Grantor or the Administrative Agent Purchaser of any right, privilege or option pertaining to such Investment Property or such Partnership/LLC Interests, and in connection therewith, the right to deposit and deliver any and all of such the Investment Property or any and all of such Partnership/LLC Interests with any committee, depositarydepository, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent Purchaser may determine), all without liability except to account for property actually received by it; but the Administrative Agent Purchaser shall have no duty to any Grantor to exercise any such right, privilege or option and the Administrative Agent Purchaser and the other Secured Parties Holders shall not be responsible for any failure to do so or delay in so doing. In furtherance thereof, each Grantor hereby authorizes and instructs each Issuer (i) that is a Grantor (other than Imation) or a Pledged Foreign Subsidiary with respect to any Collateral consisting of Investment Property and or Partnership/LLC Interests of such Issuer to (i) comply with any instruction received by it from the Administrative Agent Purchaser in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying following receipt of such notice and prior to notice that such Event of Default is no longer continuing, and (ii) except as otherwise expressly permitted hereby and solely during a Cash Dominion Trigger Periodhereby, to pay any cash dividends, distributions or other payments with respect to any Investment Property, Property or Partnership/LLC Interests issued by such Issuer directly to the Dominion Account or such other Controlled Depositary as the Administrative Agent may directPurchaser; and
(iiv) subject to the Administrative Agent approval of the Required Holders, the Purchaser shall be entitled to (but shall not be required to): (A) proceed to perform any and all obligations of the applicable Grantor under any Material Contract material Contractual Obligation and exercise all rights of such Grantor thereunder as fully as such Grantor itself could, (B) do all other acts which the Administrative Agent Purchaser may deem necessary or proper to protect its Security Interest granted hereunder, provided such acts are not inconsistent with or in violation of the terms of any of the Credit Purchase Agreement, of the other Loan Note Documents or applicable any Requirements of Law, and (C) sell, assign or otherwise transfer any Material Contract material Contractual Obligation in accordance with the Credit Purchase Agreement, the other Loan Note Documents and applicable any Requirements of Law, subject, however, to the prior approval of each other party to such Material Contractmaterial Contractual Obligation, to the extent required under the Material Contractsuch material Contractual Obligation.
(iii) The Administrative Agent is hereby granted an irrevocable, non-exclusive license or other right to use, license or sub-license (without payment of royalty or other compensation to any Person) of any or all Intellectual Property of each Grantor, computer hardware and software, trade secrets, brochures, customer lists, promotional and advertising materials, labels, packaging materials and other Property, in advertising for sale, marketing, selling, collecting, completing manufacture of, or otherwise exercising any rights or remedies with respect to, any Collateral; provided that the Administrative Agent shall not be entitled to exercise its rights under any such license, sub-license or right to use until such time as the Administrative Agent shall have received consent or direction from the Required Lenders pursuant to Section 8.02(d) of the Credit Agreement.
(dc) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent Purchaser shall have given notice to the relevant Grantor of the Administrative AgentPurchaser’s intent to exercise its corresponding rights pursuant to Section 5.2(bSections 5.1, 5.2 and 5.3(b), each Grantor shall be permitted to receive all cash dividends, payments or other distributions made in respect of any Investment Property and any Partnership/LLC Interests, in each case paid in the Ordinary Course normal course of Business business of the relevant Issuer and consistent with past practice, to the extent permitted in the Credit AgreementPurchase Agreement and the other Note Documents, and to exercise all voting and other corporate, partnership and limited liability company and partnership rights with respect to any Investment Property and any Partnership/LLC Interests; provided provided, however, that, no vote shall be cast or other corporate, partnership and limited liability company and partnership right exercised or other action taken which, in the Administrative AgentPurchaser’s reasonable judgment, would impair the Collateral in any material respect or which would result in a Default or Event of Default under any provision of the Credit Purchase Agreement, this Agreement or any other Loan Note Document.
Appears in 1 contract
Specific Remedies. (a) During any period other than a Cash Dominion Trigger Period Upon the occurrence and subject to during the terms continuance of the Credit Agreement, the Administrative Agent hereby authorizes each Grantor to collect such Grantor’s Accounts in the Ordinary Course an Event of Business.
(b) During a Cash Dominion Trigger PeriodDefault:
(i) upon Upon the request of the Administrative Collateral Agent, each Grantor shall notify (such notice to be in form and substance satisfactory to the Administrative Collateral Agent) its Account Debtors and parties to the Material Contracts subject to a Security Interest that such the Contracts (exclusive of Accounts and the Material Contracts arising therefrom) have been assigned to the Administrative Collateral Agent, for the ratable benefit of the Secured Parties;
(ii) upon the request of the Administrative Agent, each Grantor shall forward to the Administrative Collateral Agent, on the last Business Day of each weekweek if so requested by the Collateral Agent, deposit slips related to all cash, money, checks or any other similar items of payment received by the Grantor during such week, and and, if requested by the Collateral Agent, copies of such checks or any other similar items of payment, together with a statement showing the application of all payments on the Collateral during such week and a collection report with regard thereto, in form and substance satisfactory to the Administrative Collateral Agent;.
(iii) the Administrative Agent may deliver such notices and instructions in accordance with control agreements covering Deposit Accounts (other than Excluded Accounts) and/or Securities Accounts. In addition, whenever any Grantor shall receive any cash, money, checks or any other similar items of payment relating to any Collateral (including any Proceeds of any Collateral), subject to the terms of any Permitted Liens, such Grantor agrees that it will, within one (1) Business Day of such receipt, deposit all such items of payment into the Dominion Account, Collateral Account or in a Deposit Account at Controlled Depositary; and until such Grantor shall deposit such cash, money, checks or any other similar items of payment in the Dominion AccountCollateral Account or in a Deposit Account at a Controlled Depositary, such Grantor shall hold such cash, money, checks or any other similar items of payment in trust for the Secured Parties Collateral Agent and as property of the Secured PartiesCollateral Agent, separate from the other funds of such Grantor, and the Administrative Collateral Agent shall have the right in to transfer or direct the transfer of the balance of each Deposit Account (other than an Excluded Deposit Account) to the Dominion Collateral Account. All such Collateral and Proceeds of Collateral received by the Administrative Collateral Agent hereunder shall be held by the Administrative Collateral Agent in the Dominion Collateral Account as collateral security for all the Secured Obligations and shall not constitute payment thereof until applied as provided in Section 5.4;.
(c) After the occurrence and during the continuance of an Event of Default:
(iiv) the Administrative Collateral Agent shall have the right to receive any and all cash dividends, payments or distributions made in respect of any Investment Property, any Property or Partnership/LLC Interests or any other Proceeds paid in respect of any Investment Property or any Partnership/LLC Interests, Interests and any or all of any Investment Property that is included as Collateral or any Partnership/LLC Interests that are Pledged Capital Stock mayInterests, at the option of the Administrative Agent and the Secured Parties, shall be registered in the name of the Administrative Collateral Agent or its nominee, and the Administrative Collateral Agent or its nominee may thereafter exercise (A) all voting, corporate and other rights pertaining to such Investment Property, Property or such Partnership/LLC Interests Interests, at any meeting of shareholders, partners or members of the relevant Issuers or otherwise Issuers, and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Investment Property or such 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 Investment Property or any and all Partnership/LLC Interests issued upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate, partnership or limited liability company structure of any Issuer that is a Grantor (other than Imation) or a Pledged Foreign Subsidiary or upon the exercise by any Grantor or the Administrative Collateral Agent of any right, privilege or option pertaining to such Investment Property or such Partnership/LLC Interests, and in connection therewith, the right to deposit and deliver any and all of such the Investment Property or any and all of such Partnership/LLC Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Collateral Agent may determine), all without liability except to account for property actually received by it; but the Administrative Collateral Agent shall have no duty to any Grantor to exercise any such right, privilege or option and the Administrative Collateral Agent and the other Secured Parties shall not be responsible for any failure to do so or delay in so doing. In furtherance thereof, each Grantor hereby authorizes and instructs each Issuer (i) that is a Grantor (other than Imation) or a Pledged Foreign Subsidiary with respect to any Collateral consisting of Investment Property and Partnership/LLC Interests of such Issuer to (i) comply with any instruction received by it from the Administrative Collateral Agent in writing that (A) states that an Event of Default has occurred and is continuing continuing, and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying following receipt of such notice and prior to notice that such Event of Default is no longer continuingcomplying, and (ii) except as otherwise expressly permitted hereby and solely during a Cash Dominion Trigger Periodhereby, to pay any cash dividends, distributions or other payments with respect to any Investment Property, Property or Partnership/LLC Interests issued by such Issuer directly to the Dominion Account or such other Controlled Depositary as the Administrative Agent may directCollateral Agent; and
(iiv) the Administrative Collateral Agent shall be entitled to (but shall not be required to): (A) proceed to perform any and all obligations of the applicable Grantor under any Material Contract and exercise all rights of such Grantor thereunder (other than the right to demand payment of and collect Accounts arising therefrom, or taking any action which might reasonably be deemed to impair the prospect of collecting present or future Accounts) as fully as such Grantor itself could, (B) do all other acts which the Administrative Collateral Agent may deem necessary or proper to protect its Security Interest Interests granted hereunder, provided such acts are not inconsistent with or in violation of the terms of any of the Credit Agreement, of the other Loan Documents Purchase Agreement or applicable Applicable Law, and (C) sell, assign or otherwise transfer any Material Contract in accordance with the Credit Agreement, the other Loan Documents and applicable Law(exclusive of Accounts arising therefrom) constituting Collateral, subject, however, to the prior approval of each other party to such Material Contract, to the extent required under the Material Contract.
(iii) The Administrative Agent is hereby granted an irrevocable, non-exclusive license or other right to use, license or sub-license (without payment of royalty or other compensation to any Person) of any or all Intellectual Property of each Grantor, computer hardware and software, trade secrets, brochures, customer lists, promotional and advertising materials, labels, packaging materials and other Property, in advertising for sale, marketing, selling, collecting, completing manufacture of, or otherwise exercising any rights or remedies with respect to, any Collateral; provided that the Administrative Agent shall not be entitled to exercise its rights under any such license, sub-license or right to use until such time as the Administrative Agent shall have received consent or direction from the Required Lenders pursuant to Section 8.02(d) of the Credit Agreement.
(db) Unless an Event of Default shall have occurred and be continuing and the Administrative Collateral Agent shall have given notice to the relevant Grantor of the Administrative Collateral Agent’s intent to exercise its corresponding rights pursuant to Section 5.2(b5.2(a), each Grantor shall be permitted to receive all cash dividends, payments or other distributions made in respect of any Investment Property and any Partnership/LLC Interests, in each case paid in the Ordinary Course normal course of Business business of the relevant Issuer and consistent with past practice, to the extent permitted in the Credit Purchase Agreement, and to exercise all voting and other corporate, company and or partnership rights with respect to any Investment Property and Partnership/LLC Interests; provided that, that no vote shall be cast or other corporate, company and or partnership right exercised or other action taken which, in the Administrative Collateral Agent’s reasonable judgment, would impair the Collateral in any material respect or which would result in a Default or Event of Default under any provision of the Credit Purchase Agreement, this Agreement or any other Loan Transaction Document.
Appears in 1 contract
Specific Remedies. (a) During any period other than a Cash Dominion Trigger Period and subject to the terms of the Credit Agreement, the The Administrative Agent hereby authorizes each Grantor to collect such Grantor’s Accounts in Accounts; provided that, the Ordinary Course Administrative Agent may curtail or terminate such authority at any time upon the occurrence and during the continuance of Businessan Event of Default.
(b) During a Cash Dominion Trigger Period:
Upon the occurrence and during the continuance of an Event of Default: (i) the Administrative Agent may communicate with Account Debtors of any Account subject to a Security Interest and upon the request of the Administrative Agent, each Grantor shall notify (such notice to be in form and substance satisfactory to the Administrative Agent) its Account Debtors and parties to the Material Contracts subject to a Security Interest that such Accounts and the Material Contracts have been assigned to the Administrative Agent, for the ratable benefit of the Secured Parties;
; (ii) upon the request of the Administrative Agent, each Grantor shall forward to the Administrative Agent, on the last Business Day of each week, deposit slips related to all cash, money, checks or any other similar items of payment received by the Grantor during such week, and and, if requested by the Administrative Agent, copies of such checks or any other similar items of payment, together with a statement showing the application of all payments on the Collateral during such week and a collection report with regard thereto, in form and substance satisfactory to the Administrative Agent;
; (iii) the Administrative Agent may deliver such notices and instructions in accordance with control agreements covering Deposit Accounts (other than Excluded Accounts) and/or Securities Accounts. In addition, whenever any Grantor shall receive any cash, money, checks or any other similar items of payment relating to any Collateral (including any Proceeds of any Collateral), subject to the terms of any Permitted Liens, such Grantor agrees that it will, within one (1) Business Day of such receipt, deposit all such items of payment into a cash collateral account at the Dominion Administrative Agent (the “Collateral Account”) or in a Deposit Account (other than a Specified Deposit Account) at a Controlled Depositary, and until such Grantor shall deposit such cash, money, checks or any other similar items of payment in the Dominion Collateral Account or in a Deposit Account (other than a Specified Deposit Account) at a Controlled Depositary, such Grantor shall hold such cash, money, checks or any other similar items of payment in trust for the Administrative Agent and the other Secured Parties and as property of the Secured Parties, separate from the other funds of such Grantor, and the Administrative Agent shall have the right in to transfer or direct the transfer of the balance of each Deposit Account (other than an Excluded a Specified Deposit Account) to the Dominion Collateral Account. All such Collateral and Proceeds of Collateral received by the Administrative Agent hereunder shall be held by the Administrative Agent in the Dominion Collateral Account as collateral security for all the Secured Obligations and shall not constitute payment thereof until applied as provided in Section 5.4;
; 19 60010211_5 (c) After the occurrence and during the continuance of an Event of Default:
(iiv) the Administrative Agent shall have the right to receive any and all cash dividends, payments or distributions made in respect of any Investment Property, any or Partnership/LLC Interests or any other Proceeds paid in respect of any Investment Property Property, or any Partnership/LLC Interests, and any or all of any Investment Property that is included as Collateral Property, or any Partnership/LLC Interests that are Pledged Capital Stock may, at the option of the Administrative Agent and the other Secured Parties, 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 Investment Property, or any such Partnership/LLC Interests at any meeting of shareholders, partners or members of the relevant Issuers or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Investment Property Property, or such 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 such Investment Property Property, or any and all Partnership/LLC Interests issued upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate, partnership or limited liability company structure of any Issuer that is a Grantor (other than Imation) or a Pledged Foreign Subsidiary or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Investment Property Property, or such Partnership/LLC Interests, and in connection therewith, the right to deposit and deliver any and all of such Investment Property Property, or any and all of such Partnership/LLC Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it; , but the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and the Administrative Agent and the other Secured Parties shall not be responsible for any failure to do so or delay in so doing. In furtherance thereof, each Grantor hereby authorizes and instructs each Issuer (i) that is a Grantor (other than Imation) or a Pledged Foreign Subsidiary with respect to any Collateral consisting of Investment Property and Partnership/LLC Interests of such Issuer 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 Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying following receipt of such notice and prior to notice that such Event of Default is no longer continuing, and (ii) except as otherwise expressly permitted hereby and solely during a Cash Dominion Trigger Periodhereby, to pay any cash dividends, distributions or other payments with respect to any Investment Property, or Partnership/LLC Interests issued by such Issuer directly to the Dominion Account or such other Controlled Depositary as the Administrative Agent may directAgent; and
and (iiv) the Administrative Agent shall be entitled to (but shall not be required to): (A) proceed to perform any and all obligations of the applicable Grantor under any Material Contract and exercise all rights of such Grantor thereunder as fully as such Grantor itself could, (B) do all other acts which the Administrative Agent may deem necessary or proper to protect its Security Interest granted hereunder, provided such acts are not inconsistent with or in violation of the terms of any of the Credit Agreement, of the other Loan Documents or applicable Applicable Law, and (C) sell, assign or otherwise transfer any Material Contract in accordance with the Credit Agreement, the other Loan Documents and applicable Applicable Law, subject, however, to the prior approval of each other party to such Material Contract, to the extent required under the Material Contract.
(iii) The Administrative Agent is hereby granted an irrevocable, non-exclusive license or other right to use, license or sub-license (without payment of royalty or other compensation to any Person) of any or all Intellectual Property of each Grantor, computer hardware and software, trade secrets, brochures, customer lists, promotional and advertising materials, labels, packaging materials and other Property, in advertising for sale, marketing, selling, collecting, completing manufacture of, or otherwise exercising any rights or remedies with respect to, any Collateral; provided that the Administrative Agent shall not be entitled to exercise its rights under any such license, sub-license or right to use until such time as the Administrative Agent shall have received consent or direction from the Required Lenders pursuant to Section 8.02(d) of the Credit Agreement.
(dc) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 5.2(b), each Grantor shall be permitted to receive all cash dividends, payments or other distributions made in respect of any Investment Property and any Partnership/LLC Interests, in each case paid in the Ordinary Course normal course of Business business of the relevant Issuer and consistent with past practice, to the extent permitted in the Credit Agreement, and to exercise all voting and other corporate, company and partnership rights with respect to any Investment Property and Partnership/LLC Interests; provided that, no vote shall be cast or other corporate, company and partnership right exercised or other action taken which, in the Administrative Agent’s reasonable judgment, would impair the Collateral in any material respect or which would result in a Default or Event of Default under any provision of the Credit Agreement, this Agreement or any other Loan Document.. 20 60010211_5 SECTION
Appears in 1 contract
Samples: Collateral Agreement
Specific Remedies. (a) During any period other than a Cash Dominion Trigger Period Upon the occurrence and subject to during the terms continuance of the Credit Agreement, the Administrative Agent hereby authorizes each Grantor to collect such Grantor’s Accounts in the Ordinary Course an Event of Business.
(b) During a Cash Dominion Trigger PeriodDefault:
(i) the Administrative Agent may communicate with Account Debtors of any Account subject to a Security Interest and upon the request of the Administrative Agent, each Grantor shall notify (such notice to be in form and substance reasonably satisfactory to the Administrative Agent) its Account Debtors and parties to the Material Contracts subject to a Security Interest that such Accounts and the Material Contracts have been assigned to the Administrative Agent, for the ratable benefit of the Secured Parties;
(ii) in the case of any Intellectual Property, execute and deliver, and have recorded, any and all agreements, instruments, documents and papers as the Administrative Agent may request to evidence the Administrative Agent’s and the Secured Parties’ security interest in such Intellectual Property and the goodwill and General Intangibles of such Grantor relating thereto or represented thereby;
(iii) upon the request of the Administrative Agent, each Grantor shall forward to the Administrative Agent, on the last Business Day of each week, deposit slips related to all cash, money, checks or any other similar items of payment received by the Grantor during such week, and and, if requested by the Administrative Agent, copies of such checks or any other similar items of payment, together with a statement showing the application of all payments on the Collateral during such week and a collection report with regard thereto, in form and substance satisfactory to the Administrative Agent;
(iii) the Administrative Agent may deliver such notices and instructions in accordance with control agreements covering Deposit Accounts (other than Excluded Accounts) and/or Securities Accounts. In addition, whenever any Grantor shall receive any cash, money, checks or any other similar items of payment relating to any Collateral (including any Proceeds of any Collateral), subject to the terms of any Permitted Liens, such Grantor agrees that it will, within one (1) Business Day of such receipt, deposit all such items of payment into the Dominion Account, and until such Grantor shall deposit such cash, money, checks or any other similar items of payment in the Dominion Account, such Grantor shall hold such cash, money, checks or any other similar items of payment in trust for the Secured Parties and as property of the Secured Parties, separate from the other funds of such Grantor, and the Administrative Agent shall have the right to transfer or direct the transfer of the balance of each Deposit Account (other than an Excluded Deposit Account) to the Dominion Account. All such Collateral and Proceeds of Collateral received by the Administrative Agent hereunder shall be held by the Administrative Agent in the Dominion Account as collateral security for all the Secured Obligations and shall not constitute payment thereof until applied as provided in Section 5.4;
(c) After the occurrence and during the continuance of an Event of Default:
(i) the Administrative Agent shall have the right to receive any and all cash dividends, payments or distributions made in respect of any Investment Property, any Partnership/LLC Interests or any other Proceeds paid in respect of any Investment Property or any Partnership/LLC Interests, and any or all of any Investment Property that is included as Collateral or any Partnership/LLC Interests that are Pledged Capital Stock may, at the option of the Administrative Agent and the Secured Parties, 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 Investment Property, or such Partnership/LLC Interests at any meeting of shareholders, partners or members of the relevant Issuers or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Investment Property or such Partnership/LLC Interests as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all Investment Property or any and all Partnership/LLC Interests issued upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate, partnership or limited liability company structure of any Issuer that is a Grantor (other than Imation) or a Pledged Foreign Subsidiary or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Investment Property or such Partnership/LLC Interests, and in connection therewith, the right to deposit and deliver any and all of such Investment Property or any and all of such Partnership/LLC Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it; but the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and the Administrative Agent and the other Secured Parties shall not be responsible for any failure to do so or delay in so doing. In furtherance thereof, each Grantor hereby authorizes and instructs each Issuer (i) that is a Grantor (other than Imation) or a Pledged Foreign Subsidiary with respect to any Collateral consisting of Investment Property and Partnership/LLC Interests of such Issuer to 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 Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying following receipt of such notice and prior to notice that such Event of Default is no longer continuing, and (ii) except as otherwise expressly permitted hereby and solely during a Cash Dominion Trigger Period, to pay any cash dividends, distributions or other payments with respect to any Investment Property, or Partnership/LLC Interests issued by such Issuer directly to the Dominion Account or such other Controlled Depositary as the Administrative Agent may direct; and
(iiiv) the Administrative Agent shall be entitled to (but shall not be required to): (A) proceed to perform any and all obligations of the applicable Grantor under any Material Contract contract and exercise all rights of such Grantor thereunder as fully as such Grantor itself could, (B) do all other acts which the Administrative Agent may deem necessary or proper to protect its Security Interest granted hereunder, provided such acts are not inconsistent with or in violation of the terms of any of the Credit Agreement, of the other Loan Documents or applicable Applicable Law, and (C) sell, assign or otherwise transfer any Material Contract contract included in the Collateral in accordance with the Credit Agreement, the other Loan Documents and applicable Applicable Law, subject, however, to the prior approval of each other party to such Material Contractcontract, to the extent required under the Material Contractcontract.
(iii) The Administrative Agent is hereby granted an irrevocable, non-exclusive license or other right to use, license or sub-license (without payment of royalty or other compensation to any Person) of any or all Intellectual Property of each Grantor, computer hardware and software, trade secrets, brochures, customer lists, promotional and advertising materials, labels, packaging materials and other Property, in advertising for sale, marketing, selling, collecting, completing manufacture of, or otherwise exercising any rights or remedies with respect to, any Collateral; provided that the Administrative Agent shall not be entitled to exercise its rights under any such license, sub-license or right to use until such time as the Administrative Agent shall have received consent or direction from the Required Lenders pursuant to Section 8.02(d) of the Credit Agreement.
(d) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 5.2(b), each Grantor shall be permitted to receive all cash dividends, payments or other distributions made in respect of any Investment Property and any Partnership/LLC Interests, in each case paid in the Ordinary Course of Business to the extent permitted in the Credit Agreement, and to exercise all voting and other corporate, company and partnership rights with respect to any Investment Property and Partnership/LLC Interests; provided that, no vote shall be cast or other corporate, company and partnership right exercised or other action taken which, in the Administrative Agent’s reasonable judgment, would impair the Collateral in any material respect or which would result in a Default or Event of Default under any provision of the Credit Agreement, this Agreement or any other Loan Document.
Appears in 1 contract
Specific Remedies. (a) During any period other than a Cash Dominion Trigger Period Upon the occurrence and subject to during the terms continuance of the Credit Agreement, the Administrative Agent hereby authorizes each Grantor to collect such Grantor’s Accounts in the Ordinary Course an Event of Business.
(b) During a Cash Dominion Trigger PeriodDefault:
(i) the Administrative Agent may communicate with Account Debtors of any Account subject to a Security Interest and upon the request of the Administrative Agent, each Grantor shall notify (such notice to be in form and substance reasonably satisfactory to the Administrative Agent) its Account Debtors and parties to the Material Contracts subject to a Security Interest that such Accounts and the Material Contracts have been assigned to the Administrative Agent, for the ratable benefit of the Secured Parties;
(ii) upon the request of the Administrative Agent, each Grantor shall forward to the Administrative Agent, on the last Business Day of each week, deposit slips related to all cash, money, checks or any other similar items of payment received by the Grantor during such week, and and, if requested by the Administrative Agent, copies of such checks or any other similar items of payment, together with a statement showing the application of all payments on the Collateral during such week and a collection report with regard thereto, in form and substance satisfactory to the Administrative Agent;
(iii) upon the request of the Administrative Agent may deliver such notices and instructions in accordance with control agreements covering Deposit Accounts (other than Excluded Accounts) and/or Securities Accounts. In additionAgent, whenever any Grantor shall receive any cash, money, checks or any other similar items of payment relating to any Collateral (including any Proceeds of any Collateral), subject to the terms of any Permitted Liens, such Grantor agrees that it will, within one (1) Business Day of such receipt, deposit all such items of payment into a cash collateral account at the Dominion Administrative Agent or in a deposit account that is subject to a control agreement in favor of the Administrative Agent (the “Collateral Account”), and until such Grantor shall deposit such cash, money, checks or any other similar items of payment in the Dominion Collateral Account, such Grantor shall hold such cash, money, checks or any other similar items of payment in trust for the Administrative Agent and the other Secured Parties and as property of the Secured Parties, separate from the other funds of such Grantor, and the Administrative Agent shall have the right to transfer or direct the transfer of the balance of each Deposit Account (other than an Excluded Deposit Account) to the Dominion Account. All such Collateral and Proceeds of Collateral received by the Administrative Agent hereunder shall be held by the Administrative Agent in the Dominion Collateral Account as collateral security for all the Secured Obligations and shall not constitute payment thereof until applied as provided in Section 5.4;
(c) After the occurrence and during the continuance of an Event of Default:
(iiv) the Administrative Agent shall have the right to receive any and all cash dividends, payments or distributions made in respect of any Investment Property, any or Partnership/LLC Interests or any other Proceeds paid in respect of any Investment Property Property, or any Partnership/LLC Interests, and any or all of any Investment Property that is included as Collateral Property, or any Partnership/LLC Interests that are Pledged Capital Stock may, at the option of the Administrative Agent and the other Secured Parties, 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 Investment Property, Property or any such Partnership/LLC Interests at any meeting of shareholders, partners or members of the relevant Issuers or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Investment Property or such 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 such Investment Property Property, or any and all Partnership/LLC Interests issued upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate, partnership or limited liability company structure of any Issuer that is a Grantor (other than Imation) or a Pledged Foreign Subsidiary or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Investment Property Property, or such Partnership/LLC Interests, and in connection therewith, the right to deposit and deliver any and all of such Investment Property or any and all of such Partnership/LLC Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it; , but the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and the Administrative Agent and the other Secured Parties shall not be responsible for any failure to do so or delay in so doing. In furtherance thereof, each Grantor hereby authorizes and instructs each Issuer (i) that is a Grantor (other than Imation) or a Pledged Foreign Subsidiary with respect to any Collateral consisting of Investment Property and and/or Partnership/LLC Interests of such Issuer 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 Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying following receipt of such notice and prior to notice that such Event of Default is no longer continuing, and (ii) except as otherwise expressly permitted hereby and solely during a Cash Dominion Trigger Periodhereby, to pay any cash dividends, distributions or other payments with respect to any Investment Property, Property or Partnership/LLC Interests issued by such Issuer directly to the Dominion Account or such other Controlled Depositary as the Administrative Agent may directAgent; and
(iiv) the Administrative Agent shall be entitled to (but shall not be required to): (A) proceed to perform any and all obligations of the applicable Grantor under any Material Contract contract and exercise all rights of such Grantor thereunder as fully as such Grantor itself could, (B) do all other acts which the Administrative Agent may deem necessary or proper to protect its Security Interest granted hereunder, provided such acts are not inconsistent with or in violation of the terms of any of the Credit Agreement, of the other Loan Documents or applicable Applicable Law, and (C) sell, assign or otherwise transfer any Material Contract contract in accordance with the Credit Agreement, the other Loan Documents and applicable Applicable Law, subject, however, to the prior approval of each other party to such Material Contractcontract, to the extent required under the Material Contractcontract.
(iii) The Administrative Agent is hereby granted an irrevocable, non-exclusive license or other right to use, license or sub-license (without payment of royalty or other compensation to any Person) of any or all Intellectual Property of each Grantor, computer hardware and software, trade secrets, brochures, customer lists, promotional and advertising materials, labels, packaging materials and other Property, in advertising for sale, marketing, selling, collecting, completing manufacture of, or otherwise exercising any rights or remedies with respect to, any Collateral; provided that the Administrative Agent shall not be entitled to exercise its rights under any such license, sub-license or right to use until such time as the Administrative Agent shall have received consent or direction from the Required Lenders pursuant to Section 8.02(d) of the Credit Agreement.
(db) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 5.2(b5.2(a), each Grantor shall be permitted to receive all cash dividends, payments or other distributions made in respect of any Investment Property and any Partnership/LLC Interests, in each case paid in the Ordinary Course of Business to the extent permitted in the Credit Agreement, and to exercise all voting and other corporate, company and partnership rights with respect to any Investment Property and Partnership/LLC Interests; provided that, no vote shall be cast or other corporate, company and partnership right exercised or other action taken which, in the Administrative Agent’s reasonable judgment, would impair the Collateral in any material respect or which would result in a Default or Event of Default under any provision of the Credit Agreement, this Agreement or any other Loan Document.
Appears in 1 contract
Specific Remedies. (a) During any period other than a Cash Dominion Trigger Period and subject to the terms of the Credit Agreement, the The Administrative Agent hereby authorizes each Grantor to collect such Grantor’s Accounts in Accounts; provided that, the Ordinary Course Administrative Agent may curtail or terminate such authority at any time after the occurrence and during the continuance of Businessan Event of Default.
(b) During a Cash Dominion Trigger PeriodUpon the occurrence and during the continuance of an Event of Default:
(i) the Administrative Agent may communicate with Account Debtors of any Account subject to a Security Interest and upon the request of the Administrative Agent, each Grantor shall notify (such notice to be in form and substance satisfactory to the Administrative Agent) its Account Debtors and parties to the Material Contracts subject to a Security Interest that such Accounts and the Material Contracts have been assigned to the Administrative Agent, for the ratable benefit of the Secured Parties;
(ii) upon the request of the Administrative Agent, each Grantor shall forward to the Administrative Agent, on the last Business Day of each week, deposit slips related to all cash, money, checks or any other similar items of payment received by the Grantor during such week, and and, if requested by the Administrative Agent, copies of such checks or any other similar items of payment, together with a statement showing the application of all payments on the Collateral during such week and a collection report with regard thereto, in form and substance satisfactory to the Administrative Agent;
(iii) the Administrative Agent may deliver such notices and instructions in accordance with control agreements covering Deposit Accounts (other than Excluded Accounts) and/or Securities Accounts. In addition, whenever any Grantor shall receive any cash, money, checks or any other similar items of payment relating to any Collateral (including any Proceeds of any Collateral), subject to the terms of any Permitted Liens, such Grantor agrees that it will, within one (1) Business Day of such receipt, deposit all such items of payment into a cash collateral account at the Dominion Administrative Agent (the “Collateral Account”) or in a Deposit Account (other than a Specified Deposit Account) at a Controlled Depositary, and until such Grantor shall deposit such cash, money, checks or any other similar items of payment in the Dominion Collateral Account or in a Deposit Account (other than a Specified Deposit Account) at a Controlled Depositary, such Grantor shall hold such cash, money, checks or any other similar items of payment in trust for the Administrative Agent and the other Secured Parties and as property of the Secured Parties, separate from the other funds of such Grantor, and the Administrative Agent shall have the right to transfer or direct the transfer of the balance of each Deposit Account (other than an Excluded a Specified Deposit Account) to the Dominion Collateral Account. All such Collateral and Proceeds of Collateral received by the Administrative Agent hereunder shall be held by the Administrative Agent in the Dominion Collateral Account as collateral security for all the Secured Obligations and shall not constitute payment thereof until applied as provided in Section 5.4;
(c) After the occurrence and during the continuance of an Event of Default:
(iiv) the Administrative Agent shall have the right to receive any and all cash dividends, payments or distributions made in respect of any Investment Property, any or Partnership/LLC Interests or any other Proceeds paid in respect of any Investment Property Property, or any Partnership/LLC Interests, and any or all of any Investment Property that is included as Collateral Property, or any Partnership/LLC Interests that are Pledged Capital Stock may, at the option of the Administrative Agent and the other Secured Parties, 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 Investment Property, or any such Partnership/LLC Interests at any meeting of shareholders, partners or members of the relevant Issuers or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Investment Property Property, or such 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 such Investment Property Property, or any and all Partnership/LLC Interests issued upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate, partnership or limited liability company structure of any Issuer that is a Grantor (other than Imation) or a Pledged Foreign Subsidiary or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Investment Property Property, or such Partnership/LLC Interests, and in connection therewith, the right to deposit and deliver any and all of such Investment Property Property, or any and all of such Partnership/LLC Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it; , but the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and the Administrative Agent and the other Secured Parties shall not be responsible for any failure to do so or delay in so doing. In furtherance thereof, each Grantor hereby authorizes and instructs each Issuer (i) that is a Grantor (other than Imation) or a Pledged Foreign Subsidiary with respect to any Collateral consisting of Investment Property and Partnership/LLC Interests of such Issuer 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 Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying following receipt of such notice and prior to notice that such Event of Default is no longer continuing, and (ii) except as otherwise expressly permitted hereby and solely during a Cash Dominion Trigger Periodhereby, to pay any cash dividends, distributions or other payments with respect to any Investment Property, or Partnership/LLC Interests issued by such Issuer directly to the Dominion Account or such other Controlled Depositary as the Administrative Agent may directAgent; and
(iiv) the Administrative Agent shall be entitled to (but shall not be required to): (A) proceed to perform any and all obligations of the applicable Grantor under any Material Contract and exercise all rights of such Grantor thereunder as fully as such Grantor itself could, (B) do all other acts which the Administrative Agent may deem necessary or proper to protect its Security Interest granted hereunder, provided such acts are not inconsistent with or in violation of the terms of any of the Credit Agreement, of the other Loan Documents or applicable Applicable Law, and (C) sell, assign or otherwise transfer any Material Contract in accordance with the Credit Agreement, the other Loan Documents and applicable Applicable Law, subject, however, to the prior approval of each other party to such Material Contract, to the extent required under the Material Contract.
(iii) The Administrative Agent is hereby granted an irrevocable, non-exclusive license or other right to use, license or sub-license (without payment of royalty or other compensation to any Person) of any or all Intellectual Property of each Grantor, computer hardware and software, trade secrets, brochures, customer lists, promotional and advertising materials, labels, packaging materials and other Property, in advertising for sale, marketing, selling, collecting, completing manufacture of, or otherwise exercising any rights or remedies with respect to, any Collateral; provided that the Administrative Agent shall not be entitled to exercise its rights under any such license, sub-license or right to use until such time as the Administrative Agent shall have received consent or direction from the Required Lenders pursuant to Section 8.02(d) of the Credit Agreement.
(dc) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 5.2(b), each Grantor shall be permitted to receive all cash dividends, payments or other distributions made in respect of any Investment Property and any Partnership/LLC Interests, in each case paid in the Ordinary Course normal course of Business business of the relevant Issuer and consistent with past practice, to the extent permitted in the Credit Agreement, and to exercise all voting and other corporate, company and partnership rights with respect to any Investment Property and Partnership/LLC Interests; provided that, no vote shall be cast or other corporate, company and partnership right exercised or other action taken which, in the Administrative Agent’s reasonable judgment, would impair the Collateral in any material respect or which would result in a Default or Event of Default under any provision of the Credit Agreement, this Agreement or any other Loan Document.
Appears in 1 contract
Specific Remedies. (a) During any period other than a Cash Dominion Trigger Period and subject to the terms of the Credit Agreement, the The Administrative Agent hereby authorizes each Grantor to collect such Grantor’s Accounts in 's Accounts, under the Ordinary Course Administrative Agent's direction and control; provided that the Administrative Agent may curtail or terminate such authority at any time after the occurrence and during the continuance of Businessan Event of Default.
(b) During a Cash Dominion Trigger PeriodUpon the occurrence and during the continuance of an Event of Default:
(i) the Administrative Agent may communicate with Account Debtors of any Account subject to a Security Interest and upon the request of the Administrative Agent, each Grantor shall notify (such notice to be in form and substance satisfactory to the Administrative Agent) its Account Debtors and parties to the Material Contracts subject to a Security Interest that such Accounts and the Material Contracts have been assigned to the Administrative Agent, for the ratable benefit of itself and the Secured PartiesLenders;
(ii) upon the request of the Administrative Agent, each Grantor shall forward to the Administrative Agent, on the last Business Day of each week, deposit slips related to all cash, money, checks or any other similar items of payment received by the Grantor during such week, and and, if requested by the Administrative Agent, copies of such checks or any other similar items of payment, together with a statement showing the application of all payments on the Collateral during such week and a collection report with regard thereto, in form and substance satisfactory to the Administrative Agent;
(iii) the Administrative Agent may deliver such notices and instructions in accordance with control agreements covering Deposit Accounts (other than Excluded Accounts) and/or Securities Accounts. In addition, whenever any Grantor shall receive any cash, money, checks or any other similar items of payment relating to any Collateral (including any Proceeds of any Collateral), subject to the terms of any Permitted Liens, such Grantor agrees that it will, within one (1) Business Day of such receipt, deposit all such items of payment into the Dominion AccountCollateral Account or in a Deposit Account at a Controlled Depositary, and until such Grantor shall deposit such cash, money, checks or any other similar items of payment in the Dominion AccountCollateral Account or in a Deposit Account at a Controlled Depositary, such Grantor shall hold such cash, money, checks or any other similar items of payment in trust for the Secured Parties Administrative Agent and Lenders and as property of the Secured PartiesAdministrative Agent and Lenders, separate from the other funds of such Grantor, and the Administrative Agent shall have the right in to transfer or direct the transfer of the balance of each Deposit Account (other than an Excluded Deposit Account) to the Dominion Collateral Account. All such Collateral and Proceeds of Collateral received by the Administrative Agent hereunder shall be held by the Administrative Agent in the Dominion Collateral Account as collateral security for all the Secured Obligations and shall not constitute payment thereof until applied as provided in Section 5.4;; -----------
(c) After the occurrence and during the continuance of an Event of Default:
(iiv) the Administrative Agent shall have the right to receive any and all cash dividends, payments or distributions made in respect of any Investment Property, any or Partnership/LLC Interests or any other Proceeds paid in respect of any Investment Property Property, or any Partnership/LLC Interests, and any or all of any Investment Property that is included as Collateral Property, or any Partnership/LLC Interests that are Pledged Capital Stock may, at the option of the Administrative Agent and the Secured Parties, 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 Investment Property, or such Partnership/LLC Interests at any meeting of shareholders, partners or members of the relevant Issuers or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Investment Property Property, or such 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 Investment Property Property, or any and all Partnership/LLC Interests issued upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate, partnership or limited liability company structure of any Issuer that is a Grantor (other than Imation) or a Pledged Foreign Subsidiary or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Investment Property Property, or such Partnership/LLC Interests, and in connection therewith, the right to deposit and deliver any and all of such the Investment Property Property, or any and all of such Partnership/LLC Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it; but the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and the Administrative Agent and the other Secured Parties Lenders shall not be responsible for any failure to do so or delay in so doing. In furtherance thereof, each Grantor hereby authorizes and instructs each Issuer (i) that is a Grantor (other than Imation) or a Pledged Foreign Subsidiary with respect to any Collateral consisting of Investment Property and Partnership/LLC Interests of such Issuer 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 Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying following receipt of such notice and prior to notice that such Event of Default is no longer continuing, and (ii) except as otherwise expressly permitted hereby and solely during a Cash Dominion Trigger Periodhereby, to pay any cash dividends, distributions or other payments with respect to any Investment Property, or Partnership/LLC Interests issued by such Issuer directly to the Dominion Account or such other Controlled Depositary as the Administrative Agent may directAgent; and
(iiv) the Administrative Agent shall be entitled to (but shall not be required to): (A) proceed to perform any and all obligations of the applicable Grantor under any Material Contract and exercise all rights of such Grantor thereunder as fully as such Grantor itself could, (B) do all other acts which the Administrative Agent may deem necessary or proper to protect its Security Interest granted hereunder, provided such acts are not inconsistent with or in violation of the terms of any of the Credit Agreement, of the other Loan Documents or applicable Applicable Law, and (C) sell, assign or otherwise transfer any Material Contract in accordance with the Credit Agreement, the other Loan Documents and applicable Applicable Law, subject, however, to the prior approval of each other party to such Material Contract, to the extent required under the Material Contract.
(iii) The Administrative Agent is hereby granted an irrevocable, non-exclusive license or other right to use, license or sub-license (without payment of royalty or other compensation to any Person) of any or all Intellectual Property of each Grantor, computer hardware and software, trade secrets, brochures, customer lists, promotional and advertising materials, labels, packaging materials and other Property, in advertising for sale, marketing, selling, collecting, completing manufacture of, or otherwise exercising any rights or remedies with respect to, any Collateral; provided that the Administrative Agent shall not be entitled to exercise its rights under any such license, sub-license or right to use until such time as the Administrative Agent shall have received consent or direction from the Required Lenders pursuant to Section 8.02(d) of the Credit Agreement.
(dc) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s 's intent to exercise its corresponding rights pursuant to Section 5.2(b), each Grantor shall be permitted to receive all cash dividends, payments or other distributions made in respect of any Investment Property and any Partnership/LLC Interests, in each case paid in the Ordinary Course normal course of Business business of the relevant Issuer and consistent with past practice, to the extent permitted in the Credit Agreement, and to exercise all voting and other corporate, company and partnership rights with respect to any Investment Property and Partnership/LLC Interests; provided that, no vote shall be cast or other corporate, company and partnership right exercised or other action taken which, in the Administrative Agent’s 's reasonable judgment, would impair the Collateral in any material respect or which would result in a Default or Event of Default under any provision of the Credit Agreement, this Agreement or any other Loan Document.
Appears in 1 contract
Samples: Collateral Agreement (Cross Country Healthcare Inc)
